2024 ANNUAL REPORT AND NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to _____ Commission File Number 001-38635 Resideo Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 82-5318796 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 16100 N. 71st Street, Suite 550, Scottsdale, Arizona 85254 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including 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 New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report ☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of the shares of common stock on the New York Stock Exchange as of June 28, 2024, was $2.8 billion. The number of shares outstanding of the registrant’s common stock, par value $0.001 per share as of February 12, 2025 was 147,878,146 shares. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A in connection with the registrant’s 2025 Annual Meeting of Shareholders, which will be filed subsequent to the date hereof, are incorporated by reference into Part III of this Form 10-K. Such proxy statement will be filed with the Securities and Exchange Commission not later than 120 days following the end of the registrant’s fiscal year ended December 31, 2024. TABLE OF CONTENTS Part I. Item 1. Business 3 Item 1A. Risk Factors 7 Item 1B. Unresolved Staff Comments 21 Item 1C. Cybersecurity 21 Item 2. Properties 23 Item 3. Legal Proceedings 23 Item 4. Mine Safety Disclosures 23 Part II. Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 24 Item 6. Reserved 24 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 25 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 36 Item 8. Financial Statements and Supplementary Data 37 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 82 Item 9A. Controls and Procedures 82 Item 9B. Other Information 83 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 83 Part III. Item 10. Directors, Executive Officers and Corporate Governance 84 Item 11. Executive Compensation 84 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 84 Item 13. Certain Relationships and Related Transactions, and Director Independence 84 Item 14. Principal Accountant Fees and Services 84 Part IV. Item 15. Exhibits and Financial Statement Schedules 85 Item 16. Form 10-K Summary 91 Signatures 92 2 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 Technologies, Inc. and its consolidated subsidiaries. Our common stock began trading under the ticker symbol “REZI” on the New York Stock Exchange (“NYSE”) on October 29, 2018. Description of Business We are a leading global manufacturer, developer, and distributor of technology-driven sensing and controls products and solutions that help homeowners and businesses stay connected and in control of their comfort, security, energy use, and smart living. We are a leader in key product markets including home heating, ventilation, and air conditioning controls, smoke and carbon monoxide detection home safety and fire suppression, and security. Our global footprint serves residential and commercial end-markets. Our solutions and services can be found in over 150 million residential and commercial spaces globally, with tens of millions of new devices sold annually. We operate in large markets that sit at the intersection of multiple secular growth trends. We believe the increased desire for critical comfort, energy management, and actionable safety and security solutions in residential and commercial spaces, combined with the long-term impacts of energy transitions, are driving investment in the types of products and solutions we provide. Our primary focus is on the professional channel where we are a trusted partner to over 100 thousand professional contractors, installers, dealers, and integrators in the HVAC, security, fire, electrical, and home comfort markets (“professionals”). Our global scale, breadth of product offerings, innovation heritage, and differentiated service and support has enabled our trusted relationship with professionals and has been a key driver of our success. We manage our business operations through two business segments, Products and Solutions and ADI Global Distribution. In the second quarter of 2024, we expanded the business through the acquisition of Snap One, which has been incorporated into the ADI Global Distribution business segment. The acquisition expands our distribution into and reach with smart- living products, services, and software. ADI Global Distribution and Products and Solutions contributed approximately 62% and 38% of our net revenue, respectively, for the year ended December 31, 2024. We separated from Honeywell International Inc. (“Honeywell”) in 2018, becoming an independent publicly traded company as a result of a pro rata distribution of our common stock to stockholders of Honeywell (“the Spin-Off”). Products and Solutions: Our products and solutions for comfort, energy management, safety, and security benefit from trusted, well-established branded offerings such as Honeywell Home, First Alert, Resideo, Braukmann, BRK, and others. Our offerings include temperature and humidity control, water and air solutions, smoke and carbon monoxide detection home safety products, residential and small business security products, video cameras, other home-related lifestyle convenience solutions, cloud infrastructure, installation and maintenance tools, and related software. We also sell components to manufacturers of water heaters, heat pumps, and boilers. Through our whole home presence, we are an enabler of home connectivity with over 12.8 million connected customers. Our connected solutions harness data to provide control, visibility, insights, and alerts to the end user. Our comprehensive product suite has also allowed us to develop and sustain long-standing partnerships with professionals who have relied on our selection and availability of products and configured solutions to help them succeed. ADI Global Distribution: Our ADI Global Distribution segment is a leading wholesale distributor of low-voltage products including security, fire, and access control, and participates significantly in the broader related markets of smart home, residential audio-visual, professional audio-visual, power management, networking, data communications, wire and cable, enterprise connectivity, and structured wiring products. In addition, ADI Global Distribution partners with a network of contract manufacturers and joint-development suppliers to produce a full range of proprietary smart-home technology products and solutions under our own exclusive brands. These products may be found in residential and commercial settings and utilize proprietary software platforms such as Control4 and OvrC for project commissioning and remote monitoring. With over 200 stocking locations in 17 countries (including third-party logistics), ADI Global Distribution distributes more than 500 thousand products from over one thousand manufacturers to a customer base of more than 100 thousand Resideo Technologies, Inc. 3 professionals and is recognized for superior customer service. We believe this global footprint gives us distinct scale and network advantages in our core products over our competitors. Further, we believe our customers derive great value from our omnichannel shopping experience, the expertise of our knowledgeable design and support specialists allowing our customers to better meet the technical and systems requirements of installs, and our support services offerings designed to support our professional installers’ efficiency and profitability. We continue to expand our third-party and exclusive product offering while bolstering our value-added services including presales system design, proposal and design development solutions, and 24/7 order pick-up. Competition Our industries and markets are highly competitive in both our Products and Solutions and ADI Global Distribution business segments, where we compete with global, national, regional, and local providers for our products, services and solutions, including manufacturers, 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 disruptive technologies and products, including cable, telecommunications, and large technology companies competing in the connected home space as well as smaller market entrants that offer control capabilities among their products, applications, and services and have ongoing development efforts to address the broader connected home market. Factors influencing our competitive position in the industry include product and service innovation, our reputation and the reputation of our brands, sales and marketing programs, customer relationships, product performance, reliability and warranty, quality and breadth of product training and events, product availability, speed and accuracy of delivery, service and price, technical support, and credit availability. Materials and Suppliers Purchased materials used in our manufacture 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 from raw materials and single components to subassemblies and complete finished goods, and there are considerable expenditures on both commercial off-the-shelf and make-to-print items. Although execution of material substitutions or supplier changes may be resource intensive and can cause delays and other inefficiencies, alternatives may exist in the event that a supplier becomes unable to provide material. With respect to our ADI Global Distribution business, we rely on key suppliers of branded products to deliver certain products for resale to our customers who may purchase based on job specifications or otherwise based on brand reputation. Raw material price fluctuations, the ability of key suppliers to meet quality and delivery requirements, and catastrophic events can increase the cost and affect the supply of our products and services and impact our ability to meet commitments to customers. Manufacturing Our Products and Solutions business operates manufacturing and distribution facilities 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 from products manufactured in our own facilities, with the remainder being “buy to sell” (finished products purchased directly from other manufacturers) or sourced from third-party contract manufacturers. Major activities and competencies in our manufacturing operations include PCB assembly, injection molding, surface mount technologies, automatic and manual assembly and test, electrotechnical assembly and test, die casting and machining, calibration, and final test. We source raw materials and commodities, electronic components and assemblies, and mechanical components, and assemblies from a wide range of third-party suppliers worldwide. With respect to our ADI Global Distribution business, we rely on third-party manufacturers to supply both third-party branded and exclusive branded products. A significant percentage of our exclusive branded products are sourced with manufacturers located in Asia. Regulatory and Environmental Compliance and Regulatory Capital Expenditures We are subject to various federal, state, local, and foreign government requirements relating to environmental health and safety protection standards and permitting, labeling, and other 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 privacy and security, cybersecurity, telemarketing, email marketing, other forms of online advertising and consumer protection, licensing, working conditions for and compensation of our employees and others. Our business may also be affected by changes in governmental regulation of energy efficiency and conservation standards and product safety regulations. These and other laws and regulations impact the Resideo Technologies, Inc. 4 manner in which we conduct our business, and changes in legislation or government policies can affect our worldwide operations, both favorably and unfavorably. For a more detailed description of the various laws and regulations that affect our business, refer to Item 1A. Risk Factors. Our efforts to comply with numerous federal, state, and local laws and regulations applicable to our business and products often results in capital expenditures. We make capital expenditures to design, maintain, and upgrade our products to comply with or exceed standards applicable to the industries in which they compete. Our ongoing environmental compliance programs also result in capital expenditures. As of December 31, 2024, we have recorded a liability for environmental investigation and remediation of approximately $22 million related to sites owned and operated by Resideo. Regulatory and environmental considerations are a part of all significant capital expenditure decisions; however, expenditures in 2024 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 effect on our financial results or competitive position in any one year. Refer to Note 15. Commitments and Contingencies to Consolidated Financial Statements. Human Capital As of December 31, 2024, we employed approximately 14,600 employees in 36 countries, of which about 4,100 employees were located in the U.S. and 6,500 in Mexico. Approximately 2% 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. Talent Acquisition, Management and Development: We have a robust recruiting model to attract all levels of talent across the regions where we operate, and diversity is one of our core components. Our model includes (1) attract, develop, and retain a diverse workforce, (2) foster a winning culture, and (3) be identified as a company of choice by our customers and the communities we serve. We continue to assess the needs of the business and identify diverse organizations to partner 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 Women Engineers (“SWE”) and National Society of Black Engineers (“NSBE”). Additionally, we refreshed our diverse slate guidelines for professional roles requiring that interview slates include female and/or racially/ethnically diverse candidates, except in rare circumstances. We also eliminated degree requirements from the majority of our professional roles to increase the breadth of our applicant talent pool unless required by local legislation. In 2024, our average time to fill open roles was 32 days, and we hired approximately 3,600 employees, of which approximately 2,700 were production workers. We provide an onboarding offering called Ready, Set, Resideo to help integrate our new hires into our values from the first day on the job. The course provides an overview of our company, our brand promise, and our culture. We received feedback that the course is welcoming, interactive, interesting, and informative. Internally, strategic talent reviews and succession planning occur on an annual basis, globally and across all business areas. In addition, we provide regular trainings to our people managers. Our annual Employee Voice Survey allows each function in our company to better understand engagement across the organization. In 2024, we made enhancements to provide action group owners a deeper understanding of the scores in their groups across various categories. Our employee Net Promoter Score (“NPS”) was 33, on a scale ranging from -100 to +100 (based on industry standards for employee NPS, any score above 10 is considered good). Each sub-organization is tasked with creating an action plan based on feedback received to help increase engagement. In 2024, we continued to support and evolve our six employee resource groups: Women, LGBTQIA+, Black, Latino, Veterans, and People with Differing Abilities. We conduct three performance review discussions throughout the year and refer to them as the “Pulse.” In 2024, we introduced performance ratings as part of the final “Pulse” conversation. The purpose of the rating is to drive accountability, strengthen our succession planning process and establish “pay-for-performance” standards. Culture: In 2024, we continued to reinforce our four Core Values: • Start with the Customer: We understand our customers’ needs and pride ourselves on delivering exceptional experiences; • Act as One Team: We work together toward common goals, engaging from a place of humility and respect; • Pioneer the Future: We embrace change, boldly step into the unknown, and relentlessly foster innovation to fuel our growth; and Resideo Technologies, Inc. 5 • Make a Difference: We care about the long-lasting, positive impact we make on each other, our customers, our communities, and the planet. Total Rewards: Our primary reward strategy is ensuring “pay-for-performance” on an annual basis, as well as over the long term, which drives a mindset of accountability and productivity. Our compensation guiding principles are to structure compensation that is simple, aligned and balanced. We structure and administer our rewards programs in a manner consistent with good governance practices. We believe that the interests of employees must be aligned with our stockholders. We provide comprehensive and competitive benefits that are designed to meet the varying needs of our employees and promote choice. Our package includes paid time off, flexible work schedules, education assistance programs and more. These actions reinforce our culture that values employees and seeks to attract and retain the talent that we need to win in the market. We believe the combination of our competitive pay-for-performance compensation programs and our comprehensive benefit programs demonstrate our commitment to a compelling total rewards value proposition for our employees. Health and Safety: In 2024, we reaffirmed our commitment to maintaining a safe and healthy workplace for all employees, advancing toward our goal of full certification across key international standards. We successfully achieved certification at 10 manufacturing locations for ISO 14001:2015 (Environmental Management Systems) and 9 locations for ISO 45001:2018 (Occupational Health and Safety Management Systems). Our global Total Case Incident Rate (TCIR), which tracks the number of occupational injuries and illnesses per 100 employees, was 0.24 at the close of 2024. This reflects our continued focus on proactive safety measures. We monitor our health and safety performance through a balanced scorecard of key performance indicators (KPIs), encompassing both reactive incident management and proactive safety measures. In addition to thorough incident investigations and root cause analysis, we leverage data from hazard observations, regular health and safety inspections conducted by line managers and internal audits led by accredited health and safety auditors. These insights enable us to identify and address potential risks before they lead to incidents, reinforcing our ongoing commitment to the well-being of our workforce. Seasonality Our Products and Solutions business typically experiences a moderate level of seasonality. Sales activity is generally highest in the fall and early winter months, reflecting increased customer purchases of heating related products with the highest sales at the end of the third quarter and throughout the fourth quarter in the majority of our geographical markets. The effects of climate change, such as extreme weather conditions and events and water scarcity, may exacerbate fluctuations in typical weather patterns, creating financial risks to our business. In addition, the dynamic global and macro- economic conditions and regulatory changes may further disrupt these seasonal patterns. Research and Development and Intellectual Property We have major product design centers in the U.S., Europe, Asia, and Latin America and software centers of excellence in Bengaluru, India; Belgrade, Serbia; and Melville, New York. In addition, our laboratories are certified to meet various industry standards, such as Federal Communications Commission and Underwriters Laboratories, enabling us to test and certify products internally. As of December 31, 2024, we employed approximately 1,200 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 own approximately 2,900 worldwide active patents and pending patent applications to protect our research and development investments in new products and services. We have and will continue to protect our products and technology by asserting our intellectual property rights against third-party infringers. Refer to Note 15. Commitments and Contingencies to Consolidated Financial Statements. We also have a significant trademark license with Honeywell in connection with our use of the Honeywell Home trademark as well as certain intellectual property licensed by Honeywell to us in connection with the Spin-Off. For a more detailed description of the various intellectual property rights and relationships that affect our business, refer to Item 1A. Risk Factors. Other Information 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 website (www.Resideo.com) under the heading Investors (see SEC Resideo Technologies, Inc. 6 Filings) immediately after they are filed with, or furnished to, the Securities and Exchange Commission (“SEC”). All of the reports that we file with or furnish to the SEC are also available on the SEC’s website (www.sec.gov). In addition, in this Form 10-K, we incorporate by reference certain information from parts of our Proxy Statement for the 2025 Annual Meeting of Shareholders, which will also be available free of charge on our website. Information contained on, or connected to, our website does not and will not constitute part of this Form 10-K. We are a Delaware corporation incorporated on April 24, 2018. Our principal executive offices are located at 16100 N. 71st Street Suite 550, Scottsdale, Arizona 85254. Our telephone number is (480) 573-5340. Our website address is www.Resideo.com. We disclose public information to investors, the media, and others interested in our Company through a variety of means, including our investor relations website (https://investor.resideo.com), press releases, SEC filings, blogs, public conference calls and presentations, webcasts, and social media in order to achieve broad, non-exclusionary distribution of information to the public. We use these channels to communicate with our stockholders and the public about us, our products, solutions, and other issues. It is possible that the information we post on social media could be deemed to be material information. We encourage investors, the 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.facebook.com/Resideo) The Company’s X Feed (https://www.X.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 information contained on them is not incorporated by reference into this Form 10-K. 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. Any of these risks could materially and adversely affect our business, financial condition, results of operations, and cash flows and the actual outcome of matters as to which forward-looking statements are made in this Form 10-K. The following risk factors are not necessarily presented in order of relative importance and should not be considered to represent a complete set of all potential risks that could affect us. Risks Relating to Our Business We operate in highly competitive markets that are rapidly changing. We operate in a highly competitive, rapidly changing environment in each of our Products and Solutions and ADI Global Distribution segments, and we compete directly with global, national, regional, and local providers of our products, services, and solutions, including manufacturers, distributors, service and software providers, retailers, and online commerce providers. The most significant competitive factors we face are product and service innovation, reputation of our Company and brands, sales and marketing programs, product performance, warranty, quality of product training and events, product availability, speed and accuracy of delivery, price, customer and technical support, and furnishing of customer credit, with the relative importance of these factors varying among our segments and their respective products and services. In addition to current competitive factors, there have been, and in the future there may be, new market entrants with nontraditional businesses, new business, distribution and customer service models or disruptive technologies and products, resulting in increased competition and changing business dynamics. In addition, aggressive pricing actions by competitors may affect our ability to achieve desired revenue growth and profitability levels. To the 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 technologies, products or services, becomes more successful with private label products, online offerings or establishes Resideo Technologies, Inc. 7 exclusive supply relationships, our ability to attract and retain customers could be adversely affected, which could adversely affect our business, financial condition, results of operations and cash flows. To remain competitive, we will need to invest continually in product and services development, marketing, custom installer service and support, manufacturing, and our distribution networks. We may not have sufficient resources to continue to make such investments and we may be unable 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 research and development or sales and marketing funds, more customers, lower costs, and more advanced technology platforms. It is possible that competitive pressures resulting from customer or competitor consolidations, including customers taking manufacturing or distribution in house, or purchasing from a manufacturer instead of from ADI Global Distribution, could affect our growth and profit margins. Some of our competitors, including large technology companies, may also be able 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. Large technology companies could exert pricing pressure in the connected/smart home solutions space, resulting in 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 often need to integrate with the platforms of our competitors, which may be able to focus more on their own solutions versus ours, which may make it difficult to compete for the consumer market. A portion of our net sales derives from subscription-based solutions. If we are unable to successfully develop new subscription solutions or to enhance existing such solutions to meet customer requirements in a timely manner, our net sales may not grow as expected or may decline. Our Products and Solutions business' offerings, as well as certain proprietary offerings sold through our ADI Global Distribution business are primarily delivered through networks of professional contractors, installers and integrators, distributors, and original equipment manufacturers (“OEM”), as well as major retailers and online merchants. Growth of the retail markets, adoption of simple do-it-yourself solutions rather than adopting professionally installed do-it-for-me solutions, and greater electronic retail distribution alternatives relative to the professional installation markets may negatively impact our sales and margins, which could have an adverse effect on our business, financial condition and results of operations and cash flows. With respect to our ADI Global Distribution business, if retail outlets, including online commerce, increase their participation in wholesale distribution markets, or if buying patterns for our products become more retail or e-commerce based through these outlets than they currently are, our ADI Global Distribution business may not be able to effectively compete, which could have an adverse effect on our business, financial condition, results of operations and cash flows. Technology, industry standards, and consumer preferences in our markets are changing rapidly. Our future results and growth are largely dependent upon our ability to: identify consumer preferences and industry standards; develop and protect intellectual property related thereto; and successfully market new technologies and products and services to consumers. Technology in our markets 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 will depend upon a number of factors, including our ability to (i) identify consumer and installer preferences, emerging technological and broader trends, (ii) develop and maintain competitive, innovative products that differentiate our products from those of our competitors as well as protect our products through the use of intellectual property protections, (iii) grow our market share, (iv) develop, manufacture, and bring compelling new products to market quickly and cost- effectively, (v) source and manage independent contract manufacturers, (vi) effectively partner with connected device manufacturers and (vii) attract, develop, and retain individuals with the requisite technical expertise and understanding of customers’ needs to develop new technologies and introduce new products. Our inability to predict the growth of and respond in a timely way to customer preferences and other developments could have an adverse effect on our business, financial condition, results of operations and cash flows. We rely on a combination of patents, copyrights, trademarks, trade names, trade secrets, and other proprietary rights, as well as contractual arrangements, including licenses, to establish, maintain, and protect our intellectual property rights. Our intellectual property rights may not be sufficient to permit us to take advantage of some business opportunities. As a result, we may be required to change our plans or acquire necessary intellectual property rights, which could be costly. Furthermore, our ability to enforce our intellectual property rights in emerging markets may be limited by legal or practical Resideo Technologies, Inc. 8 considerations that have not historically affected our business in markets with more established intellectual property protection systems. Our industry experiences significant intellectual property litigation and we have in the past and could in the future become involved in costly and lengthy litigation involving patents or other intellectual property rights which could adversely affect our business. We have received allegations of patent infringement from third parties, including both operating companies and non-practicing entity patent holders, as well as communications from customers requesting indemnification for allegations brought by third parties. These allegations have resulted in 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 liability, harm our ability to compete, and divert our management’s time and attention. Often, we receive offers to license patents for our use. 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 acceptable economic terms, it could adversely impact us, requiring us to take specific actions including ceasing using, selling or manufacturing certain products, services or processes or incurring significant costs and time delays to develop alternative technologies or re-design products. Our operations depend in part upon third-party technologies, software, and intellectual property. Failure to renew contracts with existing providers or licensors of technology, software, intellectual property, or connectivity solutions, or to contract with other providers or licensors on commercially acceptable terms or at all, as well as any failure by such third-party provider to provide such technology solutions may adversely impact our business, financial condition, results of operations and cash flows. We could 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 party’s intellectual property rights, such indemnification is often limited in amount and may be worthless if the provider becomes insolvent. Uncertainty in the development, deployment, and use of artificial intelligence (“AI”) in our products and services, as well as our business more broadly, could adversely affect our business and reputation. Resideo uses AI technologies both in the operation of our business and in the products and solutions we develop. The use of AI involves various risks and challenges that could adversely affect our business, financial condition or results of operations. Within our operations, employees leverage AI, including generative AI, to accelerate the creation of new features and reduce overall development time. While these technologies can enhance efficiency, they also present potential intellectual property and privacy risks. Confidential information or trade secrets may inadvertently be disclosed through generative AI interactions, and there is a risk that third-party intellectual property could be inadvertently embedded in AI- generated results. There is also a risk of incorrect, biased or unethical outputs, which can harm Resideo’s reputation and competitive position and result in regulatory scrutiny or legal liability. Our products utilize AI to offer richer insights and more relevant notifications to our customers. For example, our video solutions use AI to identify people, animals, packages, and other objects. The company believes it is necessary to support these capabilities to remain competitive in the smart home marketplace. Customers may reject AI-powered solutions over fears that their personal data, video footage, or usage patterns could be misused or inadequately protected. Our competitors or other third parties may incorporate AI into their products more quickly or successfully than us, which could impair our ability to compete effectively and adversely affect our results and operations. Additionally, there is no guarantee that AI- based features will succeed commercially or even prove technically feasible in all scenarios. Additionally, AI may generate false alerts or fail to detect real events, undermining customer trust, and potentially damaging our reputation. AI functionality in smart homes typically requires extensive data collection that can raise privacy concerns. Mismanagement of this collected data can lead to unauthorized access and misuse. AI may generate inaccurate demand models and recommendations for inventory management that may lead to overstocking or lack of inventory availability, which can affect supply chain efficiency and customer satisfaction. In addition, AI technologies are subject to increasing regulation. New and evolving privacy and AI regulations worldwide have increased our compliance obligations, costs, and exposure to potential legal action. It can be technically challenging to keep AI algorithms fully compliant with these standards. In some instances, these constraints may limit our ability to deploy AI-driven features or delay product launches. AI may also be used by bad actors for sophisticated phishing emails or malicious code that can bypass traditional security measures, increasing the likelihood of successful data breaches, cyber threats, and system compromises. AI usage in smart home devices can be targeted by bad actors for unauthorized access of devices or corruption of the devices and/or Resideo Technologies, Inc. 9 connected system. Unauthorized access can lead to sophisticated attacks, compromising user safety and privacy. Additionally, AI can be used to generate harmful code that exploits software vulnerabilities, leading to data breaches and system downtime. Failure to effectively manage these AI-related risks could adversely affect our competitive standing, financial results, and brand reputation. Even with robust oversight and legal review, the pace of AI innovation and regulatory changes can outstrip existing safeguards, creating further uncertainty and potential liability. We rely on certain suppliers of products, materials, and components and are otherwise subject to raw material supply variability with our suppliers which may impact our ability to meet commitments to customers and cause us to incur significant liabilities. Each of our business segments depends on third parties for the supply of certain materials, components, and services for products we manufacture and those manufactured on our behalf, or sold through our ADI Global Distribution business, some of which are supplied by single or limited source suppliers/manufacturers. Our business, results of operations, financial condition and cash flows have in the past been and could in the future continue to be adversely affected by disruptions in supply from our third-party suppliers and manufacturers, whether due to work stoppages, cyberattacks, component failures, natural disasters, pandemics, economic, political, financial or labor concerns, weather conditions affecting products or shipments or transportation disruptions or other reasons, or if suppliers lack sufficient quality control or if there are significant changes in their financial or business condition or otherwise. If we are required to find alternative sources of supply, qualification of alternative suppliers and the establishment of reliable supplies could result in delays and possible loss of sales, which may have a material adverse effect on our business, results of operations, and financial condition. Our ability to manage inventory and meet delivery requirements have in the past and could in the future be constrained by our suppliers’ inability to scale production and adjust delivery of long lead-time products during times of volatile demand. Our inability to fill our supply needs would jeopardize our ability to fulfill our contractual obligations. With respect to our ADI Global Distribution segment, terminations of supply or services agreements or a change in terms or conditions of sale from one or more of our key manufacturers have in the past and could in the future negatively affect that segment’s operating income and margins, net revenue, or the level of capital required to fund operations. Manufacturers who currently distribute their products through our ADI Global Distribution business have in the past and could in the future decide to shift to 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, which could have an adverse impact on our ADI Global Distribution business, financial condition, results of operations, and cash flows. In addition, our ADI Global Distribution business may not be able to acquire from manufacturers 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 profitable to the overall business. We may from time to time pursue acquisitions. Our business may be adversely affected if we cannot consummate acquisitions on satisfactory terms, or if we cannot effectively integrate acquired companies or assets. We have in the past and may from time to time in the future continue to pursue and consummate acquisitions of companies or assets. Our ability to consummate any future acquisitions will be partially dependent upon the availability of suitable acquisition candidates at favorable prices and upon advantageous terms and conditions. We may not be able to find suitable acquisition candidates to purchase or may be unable to acquire on economically acceptable terms or to receive necessary regulatory approvals or support. The consummation of any particular acquisition may depend, in part, on our ability to raise the capital necessary to fund such acquisition which may not be available 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. Future acquisitions could result in gross and/or operating income dilution, the incurring of additional debt or equity issuances and contingent liabilities, and an increase in interest and amortization expenses or periodic impairment expenses related to goodwill and other intangible assets and significant charges relating to integration costs. For example, we acquired the Snap One business in June 2024 and are integrating this business into our ADI Global Distribution segment. The Snap One business relies on integrators who are certified and trained in the Control4 proprietary smart living solutions to sell and install its solutions. In addition, these solutions are designed to interoperate with a wide range of third-party products and applications which we do not own or control and which must be supported in order for Resideo Technologies, Inc. 10 our Control4 proprietary solutions to succeed. The Snap One business also relies heavily on suppliers located in China, Taiwan and Southeast Asia for supply of their exclusive brands, increasing our exposure to potential political and trade instability tensions. The Snap One business is subject to many of the same risks that impact our ADI Global Distribution business. The success of the acquisition will depend on our ability to integrate the business into our ADI Global Distribution segment and also manage these additional risks. We may not be successful in effectively identifying all risks of an acquired business, integrating the acquired business or technology into our existing business, or realizing the benefits expected at acquisition. Our due diligence may fail to identify all of the liabilities or challenges of an acquired business, product, software, service, or technology, including issues related to intellectual property, product quality or product or software architecture, regulatory compliance practices, revenue recognition, or other accounting practices or employee, customer, or supplier issues. We may not be able to achieve expected operational synergies or savings, or any growth targets identified in acquisition diligence. The successful integration of future acquisitions may also require substantial attention from our senior management and the management of the acquired business, which could decrease the time that they have to manage our existing portfolio, attract customers, and develop new products and services or attend to other acquisition opportunities. Our business is subject to the risks of earthquakes, hurricanes, tornadoes, fires, power outages, floods, pandemics, epidemics, natural disasters, and other catastrophic events or other public health emergencies. A significant natural disaster, such as an earthquake, hurricane, tornado, fire, flood, or a public health pandemic, or a significant power outage could harm our business, financial 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 frequency, sea-level rise, and temperature extremes in areas where we conduct our business. Extreme weather, natural disasters, power outages, global health crises, or other unexpected catastrophic events have in the past and could in the future disrupt our operations by impacting the availability and cost of materials needed for manufacturing, causing physical damage and partial or complete closure of our manufacturing sites or distribution centers, loss of human capital, and disruption in the manufacturing and supply of products and services to customers. With respect to our Products and Solutions segment, we operate six manufacturing facilities in Mexico and rely on third- party manufacturing partners with manufacturing capabilities in Mexico. A significant portion of our finished products are manufactured in Mexican sites, several of which operate in water stressed environments. A significant natural disaster affecting the region could have a material and disproportionate impact on our ability to manufacture our products. Further, if a natural disaster occurs in a region from which we derive a significant portion of our revenue, consumers in that region may delay or forego purchases of our products and solutions in the region, which may harm our results of operations for a particular period. These risks may be increased if the disaster recovery plans for us and our suppliers prove to be inadequate. To the extent that any of the above results in delays or cancellations of orders, or delays in the manufacture, deployment or shipment of our products and solutions, our business, financial condition, cash flows, and results of operations would be harmed, and if such event adversely affects our business and financial results, they may also have the effect of heightening many of the other risks described in this “Risk Factors” section. Market and economic conditions may adversely affect the economic conditions of our customers, demand for our products and services, and our results of operations. Our business is affected by the performance of the global new construction and the repair and remodel construction industry. Geopolitical, social, and economic conditions could result in increased volatility in worldwide financial markets and economies that could harm our sales. Similarly, the slowing of the housing market may result in reduced demand for our products and services. Our markets are sensitive to changes in the regions in which we operate and are also influenced by cyclical factors such as interest rates, inflation, energy costs, availability of financing, consumer spending habits and preferences, new and resale housing market supply and demand, employment rates, and other macroeconomic factors over which we have no control, and which could adversely affect our business, financial condition, results of operations, and cash flows. Failure to achieve and maintain a high level of product and service quality could damage our reputation with customers and negatively impact our results. Product and service quality issues could result in a negative impact on customer confidence in our Company, our products and our brand image. If our offerings do not meet applicable legal and safety standards or our customers’ expectations regarding safety or quality, or if our products are improperly designed, manufactured, packaged, or labeled, or are otherwise alleged to cause harm or injury, we may need to recall those items, experience increased warranty costs or lost Resideo Technologies, Inc. 11 sales, and increased costs and exposure to legal, financial, and reputational risks including litigation and government enforcement action, as well as product liability claims. Such actions may damage our relationship with our customers which may result in a loss of market share. Additionally, the financial expenses related to such events may not be covered by our insurance or may be subject to deductibles. We have had instances in the past and may in the future be unable to obtain indemnity or reimbursement from our suppliers or other third parties for the warranty costs or liabilities associated with our products and there can be no assurance that we will have adequate reserves to cover any recalls and repair and replacement costs. We have in the past experienced, and may in the future experience, product recalls and litigation related to our products or services, none of which have been material to date. A significant product recall, warranty claim, or product liability case, 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 confidence in our products and services. We rely on qualified installers and integrators to sell and install many of our products and solutions for end-users and if our solutions are not properly installed they may fail to operate as intended which could adversely impact our reputation and consumer confidence in our products and solutions and otherwise expose us to financial liability and adversely effect our business, results of operations, and financial condition. We may not be able to retain or expand relationships with certain significant customers. A number of our customers contribute significantly to our net revenue and operating income. Consolidation, change of control, or termination of the contractual relationships with any of these 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 most manufacturing work to a single equipment manufacturer, or to partner with third parties has in the past and may in the future continue to concentrate our business in a limited number of customers and expose us to increased risks relating to dependence on a smaller number of customers. We generally have to qualify, and are required to maintain our status, as a supplier for each of our OEM customers. A significant failure or an inability to comply with customer specifications and manufacturing requirements or delays or other problems with existing or new products or inability to meet price requirements could result in cancelled orders, increased costs, loss of sales, market share shift, loss of customers or potential breaches of contracts, which have had and could in the future have an adverse effect on our profitability and results of operations. By virtue of certain customers’ size and the significant portion of revenue that we derive from them, they can exert significant influence in the negotiation of our commercial agreements and the conduct of our business with them which could adversely affect our profitability. If consolidation among our retailers, distributors, or other channel partners who purchase our products becomes more prevalent, our business, results of operations and financial conditions could be adversely affected. Failure to increase productivity through sustainable operational improvements, as well as an inability to successfully execute transformation programs or to effectively manage our workforce, may reduce our profitability or adversely impact our businesses. Our profitability and margin growth are dependent upon our ability to drive sustainable improvements. We seek productivity and cost savings benefits through our ongoing transformation, restructuring, and other programs, such as consolidation and outsourcing of manufacturing operations or facilities, reductions in manufacturing shifts, transitions to cost-competitive regions, workforce optimizations, product line rationalizations and divestitures, and other cost-saving initiatives. Risks associated with these actions that we have in the past or may in the future experience include delays in execution of the planned initiatives, additional unexpected costs, asset impairments, realization of fewer than estimated productivity improvements, reduced ability to manage supply chain anomalies, employment claims, and adverse effects on employee morale leading to reduced production and unanticipated departures. We may not realize the full operational or financial benefits we expect, the recognition of these benefits may be delayed and these actions may potentially disrupt our operations. In addition, organizational changes, attrition, labor relations difficulties, or work stoppages could have an adverse effect on our business, reputation, financial condition, results of operations, and cash flows. We are subject to the economic, political, regulatory, foreign exchange, and other risks of international operations. Our international revenue represented approximately 23% of our net revenue for the year ended December 31, 2024. Our international geographic footprint subjects us to many risks including but not limited to: exchange control regulations; wage and price controls; antitrust/competition and environmental regulations; employment regulations; foreign investment laws; monetary and fiscal policies and protectionist measures that may prohibit acquisitions or joint ventures, establish local content requirements, or impact trade volumes; import, export and other trade restrictions (such as embargoes); tariffs; violations by our employees of anti-corruption laws (despite our efforts to mitigate these risks); changes in regulations regarding transactions with state-owned enterprises; nationalization of private enterprises; natural and man Resideo Technologies, Inc. 12 made disasters, hazards and losses; backlash from foreign labor organizations related to our restructuring actions; violence; civil and labor unrest; acts of terrorism; and our ability to hire and maintain qualified staff and maintain the safety of our employees in these regions. Additionally, certain of the markets in which we operate have adopted increasingly strict requirements concerning personal and non-personal data, privacy, and cybersecurity. These requirements may negatively affect our ability to maintain, develop, sell and advertise our products and our services, may limit our ability to derive revenue from data, may require us to disclose product and services data to our competitors, may cause us to incur additional expense in obtaining mandatory or quasi-mandatory certifications, and may restrict our ability to transfer data internationally. With respect to our Products and Solutions segment, we operate six manufacturing facilities in northern 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 supply of products to or from these facilities. Some of our Mexican facilities are authorized to operate as Maquiladoras by the Ministry of Economy of Mexico. Maquiladora status allows us to temporarily import raw materials into Mexico, provided that such items, after processing, are exported from Mexico within a stipulated time frame. Maquiladora status is subject to various restrictions and requirements, including compliance with the terms of the Maquiladora program and other local regulations, which have become stricter in recent years. In addition, if the Mexican government adopts additional adverse changes to the program, including nationalization, our manufacturing costs in Mexico would increase. Current global conflicts, such as those between Russia 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 governments. 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 unable to predict the impact that these actions will have on the global economy or on our financial condition, results of operations, and cash flows as of the date of these financial 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 impact our cost to serve and profitability as we continue our penetration into these regions. We rely on a dependable information technology (“IT”) infrastructure and network operations that have adequate cybersecurity functionality. The efficient operation of our business requires substantial investment in technology infrastructure systems, including enterprise resource planning systems, information systems, supply chain management systems, digital commerce systems, and connected solutions platforms and network operations and systems. The failure to acquire, implement, maintain, and upgrade these systems may impact our ability to respond effectively to changing customer expectations, manage our business, scale our solutions effectively, or impact our customer service levels, which may put us at a competitive disadvantage and negatively impact our business, results of operations, financial condition, and cash flows. In connection with our recent acquisition of the Snap One business, we are in the process of consolidating and integrating our ADI and Snap One enterprise applications. We may not be able to successfully implement or consolidate all systems without delays related to resource constraints or challenges with the critical implementation process. Repeated or prolonged interruptions of service, due to cyber threats or problems with our systems or third-party technologies, such as that experienced globally by virtue of the CrowdStrike outage, whether or not in our control, could have a significant negative impact on our reputation and our ability to sell products and services. Our business, results of operations, financial condition, and cash flows may be adversely affected if our information systems fail, become unavailable for prolonged periods of time, are corrupted or do not allow us to transmit accurate information. Failure to properly or adequately address these issues, including the failure to fund backups, upgrades, and improvements to our systems, could impact our ability to perform necessary business operations, which could adversely affect our reputation, competitive position, business, results of operations, financial condition, and cash flows. Our ability to keep our business operating is highly dependent on the proper and efficient operation of our and third party data centers, networks, and data backup systems. In addition, a significant portion of our employees are engaged in remote or hybrid work from their homes, which further exposes our IT systems to potential cyber interference and disruption of work activities based on availability and performance of internet access in the regions in which our employees reside. Our IT and engineering systems contain sensitive information, including personal data, trade secrets, and other proprietary information. In addition, our connected products potentially expose our business and customers to cybersecurity threats. As a result, we have experienced and may in the future be subject to systems interruption, data corruption, data loss, and service and product failures, not only resulting from the failures of our products or services but also from the failures of Resideo Technologies, Inc. 13 third-party service providers, natural disasters, power shortages 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 confidential or trade secret information will be effective in every case. We have experienced, and expect to continue to experience, cybersecurity threats and 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 from a material cyber or other security incident such as a successful ransomware attack or malicious publication of confidential information, 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 enforcement actions, theft of intellectual property, fines, regulatory reporting for data breaches, and increased cyber and other security protection and remediation costs due to the increasing sophistication and proliferation of threats, which in turn could adversely affect our competitiveness, business, financial condition, results of operations, and cash flows. In addition, damages, fines and claims arising from such incidents may not be covered by, or may exceed the amount of any insurance available or may not be insurable. Enhanced tariff, import/export restrictions, or other trade barriers may have an adverse impact on global economic conditions. We are subject to certain laws and regulations affecting our international operations which, among other things, provide certain preferential duties and tariffs for qualifying imports subject to compliance with the 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 manufacture large quantities of products and services or procure supplies and other materials incorporated into our products could negatively impact our business results of operations, cash flows, and financial condition. Tariffs, sanctions and other barriers to trade could adversely affect the business of our customers and suppliers, which could in turn negatively impact our net revenue and results of operations. There is currently significant uncertainty about the future relationship between the United States and various other countries, including China, Mexico, Canada, and the European Union, with respect to trade policies, treaties, tariffs, and customs duties and taxes. If tariffs, trade restrictions or trade barriers are expanded, increased, or interpreted by a court or governmental agency to apply to more of our products, then our exposure to future taxes and duties on such imported products and components could be significant and could have a material effect on our financial results and we may be required to raise prices on certain imported products and services. We and our distribution business suppliers import goods, components, and materials into the United States from some of the regions where such tariffs may apply. Such actions or similar actions, and any countermeasures taken in response to such actions, could impact our costs of goods and results of operations. In addition, the U.S. federal government, as well as other governments including the United Kingdom and European Union, have imposed certain restrictions on the licensing, use and import, and export of certain surveillance, networking, telecommunications, and other equipment manufactured by certain of our suppliers based in China for our ADI Global Distribution business, which may require us to find additional sources of end-user products and result in higher costs. We have in the past had inquiries from the U.S. federal government regarding these sales of certain Chinese made products in the U.S., which inquiries could impact our business reputation. We cannot predict the extent to which the U.S. or other countries will impose new or additional quotas, duties, tariffs, taxes, or other similar restrictions upon the import or export of our products in the future, nor can we predict future trade policy or the terms of any renegotiated trade agreements and their impact on our business. The continuing adoption or expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs or trade agreements or policies has the potential to adversely impact demand for our products, our costs, our customers, our suppliers, and the U.S. economy, which in turn could have a material adverse effect on our business, operating results, and financial condition. We are subject to risks associated with the Reimbursement Agreement, pursuant to which we are required to make substantial cash payments to Honeywell, measured in substantial part by reference to estimates by Honeywell of certain of its liabilities. Resideo Technologies, Inc. 14 In connection with the Spin-Off, we entered into an agreement with Honeywell, pursuant to which we have obligations to make cash payments to Honeywell for certain Honeywell environmental liabilities (“Reimbursement Agreement”). Refer to Note 15. Commitments and Contingencies to Consolidated Financial Statements. In each calendar quarter, our ability to pay dividends and repurchase capital stock, or take other material corporate actions, in such calendar quarter are restricted until any amounts payable under the Reimbursement Agreement in such quarter are paid to Honeywell and we are required to use available restricted payment capacity under our debt agreements to make payments in respect of any such amounts. Payment of deferred amounts and certain other amounts could cause the amount we are required to pay under the Reimbursement Agreement in respect of liabilities 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, subject to certain exceptions. Under the Reimbursement Agreement, we are subject to certain of the affirmative and negative covenants that are substantially similar to those presently included in our principal credit agreement. Further, pursuant to the Reimbursement Agreement, our ability to (i) amend or enter into waivers under our principal credit agreement or our indenture, (ii) enter into another credit agreement or indenture or make amendments or waivers thereto, or (iii) enter into or amend or waive any provisions under other agreements, in each case, in a manner that would adversely affect the rights of Honeywell under the Reimbursement Agreement, may be limited or subject to Honeywell’s prior written consent. The covenants contained in the Reimbursement Agreement and/or the consent right described in the preceding sentence may significantly limit our ability to engage in many types of significant transactions on favorable terms (or at all), including, but not limited to, equity and debt financings, liability management transactions, refinancing transactions, mergers, acquisitions, joint ventures, and other strategic transactions. The Reimbursement Agreement may have material adverse effects on our liquidity and cash flows 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 liabilities on our Consolidated Balance Sheets, the amounts of which will be dependent on factors outside our control, including Honeywell’s responsibility to manage and determine the outcomes of claims underlying the liabilities. This may have a significant negative impact on the calculation of key financial 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 liabilities as we may reasonably request for certain purposes, as well as the ability to participate 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 to legal proceedings, costs, and remediation efforts that we will not control, and we accordingly do not expect to be able to make definitive decisions regarding settlements or other outcomes that could influence our potential related exposure. Regulations and societal actions to respond to global climate change could negatively affect our business. Responses to climate change may cause a shift away from fossil fuels to alternative power sources such as electricity or alternative fuels such as natural gas/hydrogen mixtures. Many of our thermal solutions are designed for application with oil and gas systems. A shift away from fossil fuels could affect 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 effect on our business, financial condition, results of operations, and cash flows. Similarly, regulations to drive higher fuel efficiency and requirements to support varying fuel mix could shift business away from us if we fail to adapt our solutions to address these needs in a timely manner. Addressing stakeholder expectations and regulatory requirements relating to environmental, social and governance (“ESG”) matters requires an investment of time, money, and other resources. We have periodically communicated our strategies, commitments, and targets related to ESG matters through the issuance of an ESG report. Although we are committed to these strategies and targets, we may be unable to achieve them due to impacts on resources, operational costs, regulatory changes, and technological advancements. Furthermore, investor and other stakeholder expectations relating to ESG matters change and evolve over time. Any failure or perceived failure by us to achieve our strategies or targets or otherwise respond to stakeholder expectations could adversely impact our business and reputation. Risks Relating to Legal and Regulatory Matters Failure to comply with the broad range of standards, laws, and regulations in the jurisdictions in which we operate may result in exposure to substantial disruptions, costs, and liabilities. Applicable laws and regulations impose complex, stringent, and costly compliance activities, including but not limited to environmental, health, and safety protection standards and permitting, labeling and other 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, anti-money-laundering and anti-corruption, Resideo Technologies, Inc. 15 antitrust and competition law concerns, data security, data protection and data privacy, consumer protection and working conditions, and benefits for and compensation of our employees. We may also be affected by future standards, laws, or regulations, including those imposed in response to cybersecurity, energy, decarbonization, climate change, product functionality, 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 our development of new technologies in response to such regulations and laws. These standards, laws, or regulations may further impact our costs of operation, the sourcing of raw materials, and the manufacture, design, redesign, and distribution of our products and place restrictions and other requirements on the products and solutions we can sell. The net revenue and margins of our business are directly impacted by government regulations, including safety, performance, and product certification regulations, particularly those driven by customer demands, as well as changes in trade agreements, tariffs, and environmental and energy efficiency standards. We have in the past been subject to and in the future may be subject to various claims, including legal and regulatory claims arising in the normal course of business. Such claims may include without limitation employment and benefits claims, product recall, personal injury, network security, breaches of or other non-compliance with cybersecurity, data protection, data privacy, or advertising and marketing regulations, or property damage claims resulting from the use of our products, services, or solutions, as well as exposure to hazardous materials, contract disputes, or intellectual property disputes. The actual costs of resolving legal claims may be substantially higher or lower than the level of insurance coverage we hold and/or the amounts accrued for such claims or may be excluded from coverage. In the event of unexpected future developments, it is possible that the ultimate resolutions of such matters could be unfavorable. Various laws and regulations as well as contracts we have entered into with third parties 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 transparent data use practices and advertising that is not misleading. The interpretation and application of many privacy and data protection laws and regulations around the world may be inconsistent with our existing data use, management, and retention practices, public descriptions thereof or the features of our products and services. Any such new laws or regulations, any changes to existing laws and regulations, and any such interpretation may affect demand for our products and services, impact our ability to effectively transfer data across borders or advertise our products and services in support of our business operations, or increase the cost of providing our products and services. Additionally, any actual or perceived breach of such laws or regulations may subject us to claims and may lead to administrative, civil, or criminal liability, as well as fines and reputational harm. We could also be required to fundamentally change our business activities and practices, or modify or re-design our products and services, which could have an adverse effect on our business, financial condition, results of operations, and cash flows. Claims or lawsuits related to cybersecurity, advertising, marketing, data protection or data privacy initiated by governmental bodies, customers, or other third parties, whether meritorious or not, could be time consuming, result in costly regulatory proceedings, litigation, fines and other liabilities, or require us to change our business practices, sometimes in expensive ways. Unfavorable publicity regarding our privacy practices could injure our reputation, harm our ability to keep existing customers or attract new customers, or otherwise adversely affect our business, assets, revenue, brands, and reputation. Changes in laws, regulations, or government enforcement of policies concerning the environment, the discovery of previously unknown contamination or new technology or information related to individual contaminated sites owned or operated by Resideo, the establishment 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 currently unanticipated costs in the future that would have a negative effect on our business, financial condition, results of operations, and cash flows. We are currently subject to laws and regulations regarding labor, employment and benefits matters, including consultation requirements, and may be subject in the future to government investigations and/or claims, allegations and/or work stoppages in these areas that may have a negative effect on our business operations and/or financial results. We cannot predict with certainty the outcome of litigation matters, government proceedings, and other contingencies and uncertainties. In the ordinary course of business, we may make certain commitments, including representations, warranties, and indemnities relating to current and past operations, and issue guarantees of third-party obligations. We have in the past and may in the future be subject to various lawsuits, investigations, or disputes arising out of the conduct of our business, including matters relating to public disclosure and reporting, commercial transactions, government contracts, product liability, prior acquisitions and divestitures, labor and employment matters, employee benefit plans, intellectual property, and environmental, health and safety matters. Resideo Technologies, Inc. 16 We have incurred, and may continue to incur, significant costs in connection with some or all of these matters. While we maintain or may otherwise have access to insurance for 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 liabilities and we may have to satisfy high insurance retentions. The incurrence of significant liabilities for which there is no or insufficient insurance coverage (or where there is available insurance but high retention levels) could adversely affect our liquidity and financial condition, results of operations, and cash flows. As described in Note 15. Commitments and Contingencies to Consolidated Financial Statements, we are subject to potentially material liabilities related to the investigation and cleanup of environmental hazards and to claims of personal injuries or property damages that may arise from hazardous substance releases and exposures. These liabilities arise out of our current and past operations and the operations and properties of predecessor companies (including off-site waste disposal). We are also subject to potentially material liabilities related to compliance of Resideo owned sites with the requirements of various federal, state, local, and foreign governments that regulate the discharge of materials into the environment and the generation, handling, storage, treatment, and disposal of and exposure to hazardous substances. If we are found to be in violation of these laws and regulations, we may be subject to substantial fines, criminal sanctions, trade restrictions, product recalls, public exposure, and be required to install costly equipment or make operational changes to achieve compliance with such laws and regulations. Risks related to the Spin-Off, our agreements and our relationships with Honeywell In connection with the Spin-Off, we entered into the Tax Matters Agreement with Honeywell, pursuant to which we are responsible and will indemnify Honeywell for certain taxes, including certain income taxes, sales taxes, VAT, and payroll taxes, relating to the business for all periods, including periods prior to the consummation of the Spin-Off (“Tax Matters Agreement”). Refer to Note 15. Commitments and Contingencies to Consolidated Financial Statements. The Spin-Off was generally intended by Honeywell to be a tax-free transaction for our stockholders, but any failure to comply with the relevant tax requirements could result in certain of our stockholders incurring substantial tax liabilities. In addition, we may have material payment obligations to Honeywell under the Tax Matters Agreement, including upon the resolution of pending or future disputes with Honeywell regarding the appropriate allocation of tax liabilities incurred in connection with the Spin-Off. We may have disputes with Honeywell regarding the allocation of tax related liabilities between us and Honeywell under the Tax Matters Agreement. While we maintain reserves for potential liabilities arising under the Tax Matters Agreement, to the extent we are obligated to indemnify Honeywell for tax related liabilities in respect of matters that are not reserved or in excess of reserved amounts, including upon resolution of any dispute with Honeywell, such payments could have a material adverse effect on our business, financial condition, and cash flows. In addition, conflicts of interest have arisen in the past and may in the future arise with Honeywell in a number of areas relating to our past and ongoing relationships, including: tax, employee benefit, indemnification, and other matters arising from our separation from Honeywell; intellectual property matters; interpretations of contractual arrangements; 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 favorable to us than if we were dealing with a party other than our former parent company. The agreements that we entered into with Honeywell in connection with the Spin-Off may impose significant restrictions on us and our subsidiaries and limit our ability to engage in actions that may be in our long-term best interests. As described in more detail in Note 15. Commitments and Contingencies to Consolidated Financial Statements, the Reimbursement Agreement imposes material restrictions on our business and operations, including limitations or impediments on our ability to separate or otherwise divest businesses and modify or waive the terms of certain agreements in a manner that would adversely affect the rights of Honeywell under the Reimbursement Agreement. In addition, the 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 control of Resideo that is not approved 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 effect on our business, financial condition, cash flows, and reputation. In addition, the provisions of the Trademark Agreement in respect of a change of Resideo Technologies, Inc. 17 control of Resideo or the sale of any interests in any subsidiary of Resideo may impact our ability to enter into transactions that are otherwise in the best interests of our stockholders. 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, because of their former positions with Honeywell, certain of our executive officers, own equity interests in Honeywell. Continuing ownership of Honeywell stock and equity awards could appear to create potential conflicts of interest if our Company and Honeywell face decisions that could have implications for both our Company and Honeywell. The terms of our debt documents may impose restrictions on our business and our operations require substantial capital and we may not be able to obtain additional capital that we need in the future on favorable terms or at all. The terms of our varied indebtedness include a number of restrictive covenants that impose significant operating and financial restrictions on us and limit our ability to engage in actions that may be in our long-term best interests, including actions such as incurring additional indebtedness, paying dividends, making investments or acquisitions, selling or transferring certain assets, and other corporate actions. If market changes, economic downturns, or other negative events occur, our ability to comply with these covenants may be impaired. A breach of any of these covenants could result in an event of default under the terms of our indebtedness, giving lenders the right to accelerate the repayment of such debt, which could adversely affect our business, financial condition, results of operations, and cash flows. Additionally, we might not have, or be able to obtain, sufficient funds to make these accelerated payments, and lenders could then proceed against any collateral. Any new indebtedness could have similar or greater restrictions. As a result of these restrictions, we may be limited in how we conduct our business and pursue our strategy, unable to raise additional debt financing to operate during general economic or business downturns, or unable to compete effectively or to take advantage of new business opportunities. We may require additional capital in the future to finance our growth and development, upgrade and improve our manufacturing capabilities, implement further marketing and sales activities, fund ongoing research and development activities, satisfy regulatory and environmental compliance obligations and national approvals requirements, satisfy obligations under the Reimbursement Agreement, fund acquisitions, pay preferred stock dividends to the extent we choose to settle these dividends in cash, and meet general working capital needs. If our access to capital were to become constrained significantly, or if costs of capital increased significantly, due to lowered credit ratings, increased interest rates, prevailing business conditions, financial leverage, the volatility of the capital markets, decreased investor interest, or other factors, our business, financial condition, results of operations, and cash flows could be adversely affected and our ability to fund future development and acquisition activities could be impacted. We believe that we have adequate capital resources to meet our projected operating needs, capital expenditures, and other cash requirements, including payments to Honeywell under the Reimbursement Agreement. However, we may need additional capital resources in the future and if we are unable to obtain sufficient resources for our operating needs, capital expenditures, and other cash requirements for any reason, our business, financial condition, and results of operations could be adversely affected. Risks Relating to Our Common Stock and the Securities Market Our stock price has been volatile; stockholder’s percentage ownership in our Company may be diluted in the future. The market price of our common stock has been volatile in the past and may be volatile in the future. The market price of our common stock may be significantly affected by the following factors: actual or anticipated fluctuations in our operating results; changes in financial estimates by securities analysts or our failure to perform in line with such estimates; announcements by us or our competitors of significant technical innovations, acquisitions, divestitures, strategic partnerships, joint ventures, or capital commitments; the loss of, or decrease in sales to, one or more key customers; global macroeconomic conditions; and departures of key personnel. A stockholder’s percentage ownership in our Company may be diluted in the future because 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 for the benefit of certain employees and other service providers, as well as our equity plan for our non-employee directors. In addition, we may issue additional equity as necessary to finance our ongoing operations and future acquisitions. In addition, our Amended and Restated Certificate of Incorporation (“our Certificate”) authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred stock, which may have preferences over our Resideo Technologies, Inc. 18 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. Refer to the risk factor “The preferred stock issued in connection with the Snap One transaction has rights, preferences, and privileges that are not held by, and are preferential to, the rights of our common stock and has reduced the relative voting power of the holders of our common stock.” Similarly, the repurchase or redemption rights or liquidation preferences that we could assign to holders of preferred stock could affect the residual value of our common stock. The preferred stock issued in connection with the Snap One transaction has rights, preferences, and privileges that are not held by, and are preferential to, the rights of our common stock and has reduced the relative voting power of the holders of our common stock. In June 2024, we issued 500,000 shares of Series A Cumulative Convertible Participating Preferred Stock, par value $0.01 per share (the “Preferred Stock”), to CD&R Channel Holdings, L.P. (the “CD&R Stockholder”), an entity affiliated with the investment firm Clayton, Dubilier & Rice LLC, pursuant to an Investment Agreement dated April 14, 2024. The proceeds of the issuance were used to partially finance the Snap One transaction. The Preferred Stock is convertible perpetual participating preferred stock of Resideo. Refer to Note 20. Stockholders’ Equity to Consolidated Financial Statements for a description of the material terms of the Preferred Stock, including with respect to conversion rights, voting rights, dividend rights, anti-dilution adjustments and the Company’s optional redemption rights. Certain of the preferential rights belonging to the Preferred Stock could result in divergent interests between the holders of the Preferred Stock and our common shareholders. In addition, our obligations to pay regular dividends to the holders of the Preferred Stock (which we may elect to pay in cash or in-kind) or the exercise of any of our optional redemption rights with respect to the outstanding Preferred Stock could, if paid in cash, impact our liquidity and reduce the amount of cash available for working capital, capital expenditures, growth opportunities, acquisitions, and other general corporate purposes The CD&R Stockholder holds a significant equity interest in our business and may exercise influence over us, including through its ability to designate up to two directors to our board of directors, and its interests as a preferred equity holder may diverge from, or even conflict with, the interests of our other holders of our common stock The CD&R Stockholder beneficially owns shares of our common stock and Preferred Stock, which, taken together on an as-converted basis, represent approximately 11% of our total voting power based on CD&R’s Schedule 13-D filed November 7, 2024 and total shares outstanding as of February 12, 2025. As a result, the CD&R Stockholder may have the indirect ability to influence our policies and operations. In addition, under the Investment Agreement, the CD&R Stockholder is entitled to appoint up to two directors to our board of directors, subject to specified minimum ownership requirements. Both Nathan K. Sleeper and John Stroup, partners at CD&R, currently serve as directors. With such representation on our board of directors, the CD&R Stockholder has influence over the appointment of management and any action requiring the vote of our board of directors, including significant corporate action such as mergers and sales of substantially all of our assets. Additionally, for so long as the CD&R Stockholder owns Preferred Stock, certain matters will require the approval of the CD&R Stockholder, including: (1) amendments to our certificate of incorporation, the certificate of designations for the Preferred Stock or our bylaws that would alter or change the terms or the powers, preferences, rights, or privileges of the Preferred Stock as to affect them adversely; (2) authorizing, creating, increasing the authorized amount of, or issuing any class or series of equity securities that rank senior to or on party with the Preferred Stock; (3) increasing or decreasing the authorized number of shares of Preferred Stock; (4) amending certain debt financing documents to include limitations on our ability to accrue dividends on the Preferred Stock that are more restrictive in any material respect than those set forth in our existing debt financing documents; or (5) adopting any plan of liquidation or filing any voluntary petition for bankruptcy, receivership, or any similar proceeding. The CD&R Stockholder and its affiliates are in the business of making or advising on investments in companies, including businesses that may directly or indirectly compete with certain portions of our business. In addition, the CD&R Stockholder may have an interest in pursuing acquisitions, divestitures, financings, or other transactions that, in their judgment, could enhance their overall equity investment and have a negative impact to holders of our common stock as a whole. Certain provisions in our governing documents may discourage takeovers. Several provisions of our governing documents and Delaware law may discourage, delay, or prevent a merger or acquisition. These provisions include: our stockholders are not permitted to act by written consent; advance notice requirements for stockholder nominations and proposals; limitations on the persons who may call special meetings of stockholders and limitations on our ability to enter into business combination transactions. Resideo Technologies, Inc. 19 These and other provisions of our governing documents and Delaware law may discourage, delay, or prevent certain types of transactions involving an acquisition or change in control of our Company, including unsolicited takeover attempts, even though the transaction may offer our stockholders the opportunity to sell their shares of our common stock at a price above the prevailing market price. General Risk Factors We depend on the recruitment and retention of qualified personnel, and our failure to attract and retain such personnel could adversely affect our business, financial condition, results of operations, and cash flows. Our future performance is highly dependent upon the continued services of our employees and management who have significant industry expertise, including our engineering and design personnel and trained sales force. Our performance is also dependent on the development of additional personnel and the hiring of new qualified personnel for our operations. Competition for qualified personnel in our markets is intense; many locations in which we operate have seen competition for talent and increases in wages, and we may not be successful in attracting or retaining qualified personnel. The loss of key employees, our inability to attract new qualified employees or adequately train employees, or the delay in hiring key personnel could negatively affect our business, financial condition, results of operations and cash flows. In 2024 our CEO announced his intention to retire from the Company in 2025 and we are currently engaged in succession planning. There can be no guarantee that we will be able to recruit and retain a new CEO who has the necessary skill sets and capabilities required to lead the Company, nor can we guarantee the timeline required for such recruitment. Our effective tax rate will be affected by factors including changes in tax rules, and in the interpretation and application of those rules, in the countries in which we operate. Our future results of operations could be adversely affected by changes in the effective tax rate as a result of changes to the various statutory tax rates and rules to which we are subject and other factors outside our control. Our tax expense includes estimates of tax reserves and reflects 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 may adversely impact our provision for income taxes. In December 2022, the European Union (EU) approved a directive requiring member states to incorporate a 15% global minimum tax into their respective domestic laws effective for fiscal years beginning on or after December 31, 2023. In addition, several non-EU countries have proposed and/or adopted legislation consistent with the global minimum tax framework, such as Switzerland. Important details of these minimum tax developments are still to be determined and, in some cases, enactment and timing remain uncertain. Based on current legislation and available guidance, we do not anticipate the Pillar Two global minimum tax to have a material impact on our financial condition, results of operations, cash flows, or effective tax rate in this fiscal year. The Company continues to assess the overall impact of potential changes as developments occur, consistent with our practice of monitoring all tax law changes. Currency exchange rate fluctuations and financial counterparty risks may adversely affect our results. We are exposed to a variety of market risks, including the effects of changes in currency exchange rates. Refer to Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Approximately 23% of our 2024 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 payment 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 exchange risk. Finally, we generate significant amounts of cash outside of the U.S. that are invested with foreign financial counterparties. Although we may enter into currency exchange contracts to reduce our risk related to currency exchange fluctuations, changes in the relative fair values of currencies occur from time to time and may, in some instances, have a material impact on our operations. We do not currently hedge against our currency exposure and, therefore, our business will continue to be susceptible to currency fluctuations. While we employ comprehensive controls regarding global cash management, a material disruption to the counterparties with whom we transact business could expose us to financial loss. 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, fluctuations in the value of the U.S. dollar compared 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 their original currency. Resideo Technologies, Inc. 20 If we fail to maintain proper and effective internal controls, our ability to produce accurate and timely financial statements could be impaired and investors’ views of us could be harmed. The Sarbanes-Oxley Act of 2002 requires that we maintain effective internal control over financial 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 firm identify deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market 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 financial and management resources. Even if we were to conclude, and our auditors were to concur, that our internal control over financial reporting provided reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”), because of its inherent limitations, internal control over financial reporting might not prevent or detect fraud or misstatements. This, in turn, could have an adverse impact on trading prices for our common stock, and could adversely affect our ability to access the capital markets. If our goodwill, other intangible assets and long-lived assets become impaired, we may be required to record a significant charge to earnings. We test, at least annually, the carrying value of goodwill for impairment, as discussed in Note 2. Summary of Significant 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 recoverable. The estimates and assumptions about future results of operations and cash flows made in connection with the impairment testing could differ from future actual results. If the assumptions used in our analysis are not realized or if there was an adverse change in facts and circumstances, it is possible that an impairment expense may need to be recorded in the future. If the fair value of our reporting units falls below their carrying amounts because of reduced operating performance, market declines, changes in the discount rate, or other conditions, expenses for 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 during the years ended December 31, 2024, 2023, and 2022. We may be required to make significant cash contributions to our defined benefit pension plans. We sponsor defined benefit pension plans under which certain eligible employees will earn pension benefits. We have plans in several countries including the U.S., the terms of which require that such qualified defined benefit pension plans maintain certain capitalization levels. Changes in discount rates and actual asset returns different than our anticipated asset returns can result in significant non-cash actuarial gains or losses. With regard to cash pension contributions, funding requirements for our pension plans are largely dependent upon interest rates, actual investment returns on pension assets, and the impact of legislative or regulatory changes related to pension funding obligations. Our future required 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 sufficient to satisfy funding requirements. Item 1B. Unresolved Staff Comments None. Item 1C. Cybersecurity We have implemented an Enterprise Risk Management (“ERM”) program, managed by members of senior management, to identify, assess, and monitor key risks that are aligned with our strategic and business objectives. Our policies and processes are based on recognized frameworks established by the National Institute of Standards and Technology (“NIST”), the International Organization for Standardization and other applicable industry standards. We apply NIST best practices in how we implement security and privacy controls. We use NIST to define our practice in conducting risk assessments as well as to define our approach in managing internet of things (“IOT”) device security. We have identified various cybersecurity risks that could adversely affect our business, results of operations, and financial condition, including violation of privacy laws; intellectual property theft; fraud; business interruption or ransomware; harm to customers or employees; and other legal and reputational risks. Resideo Technologies, Inc. 21 Our Chief Information Security Officer (“CISO”) oversees our information security program, leading a team responsible for enterprise-wide cybersecurity strategy, policy, process, standards, and architecture. Our CISO holds an MBA in technology management and has over twenty-five years of technology leadership experience, along with other certifications in efficiency and project management. Beyond the CISO, the security team in charge of incident management has a strong bench of experienced information security practitioners holding diverse degrees in science, technology, computer science, and mathematics. Members of the operations team have certifications such as the Certified Information Systems Security Professional (“CISSP”), Certified Information Security Manager (“CISM”), Offensive Security Certified Professional (“OSCP”), Certified Ethical Hacker, and many more. They all come from backgrounds that complement professions in security and all of them have at least several years of industry experience. Internal and external experts regularly evaluate our information security program, with results reported to senior management and our Board of Directors. We actively collaborate with vendors, industry experts, and intelligence and law enforcement communities to continually assess and enhance the effectiveness of our information security policies and procedures. We follow a structured framework linked to specific security standards and the procedural practices that the security team employs in supporting associated activities. Our information security team works closely with our managed security service provider to triage identified anomalies and alerts that are raised as risks and work across the company to validate the risk and act as deemed appropriate. The global security operations center (“SOC”) within the CISO’s organization is responsible for incident management including identification, assessment of initial threat, notification of key stakeholders, containment, remediation, and recovery. We have a cross-functional team prepared to respond in a timely manner to the incident and assess our obligations when incidents occur. We use technical safeguards to protect our systems from cybersecurity threats, including firewalls and access controls. As part of our risk management practice, and given the rapidly changing regulatory landscape, we focus on making relevant privacy and cybersecurity training available to all employees, this includes mandatory training for all users on privacy and 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 periodically test our policies and practices to guard against cybersecurity threats and engage in audits, threat modeling, vulnerability testing, and table top exercises. We have an established practice to oversee and manage third-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 of third-party vendors who manage or control our electronic information resources to ensure they protect our interests in cybersecurity, 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 the responses. 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 and 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 Audit Committee provides oversight of our product technology and software cybersecurity program. The Audit Committee, together with the CISO, provide the full Board with visibility into the 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 capabilities, and special topics around what the Company is doing to strengthen Resideo’s security posture. Resideo Technologies, Inc. 22 Item 2. Properties Our corporate headquarters is located in Scottsdale, Arizona. The following table shows the types of sites owned or leased by business segment: Products and Solutions ADI Global Distribution Corporate Total Manufacturing 17 — — 17 Distribution centers 4 24 — 28 Branches — 198 — 198 Other 37 27 3 67 Totals 58 249 3 310 Other sites owned or leased include offices, engineering, lab, and storage sites used by the one or more of the business segments. The following table shows the regional distribution of these sites: Americas Asia Pacific EMEA Sites 218 12 80 With respect to our Products and Solutions segment, we operate six manufacturing facilities in Mexico and rely on third- party manufacturing partners with manufacturing capabilities in Mexico. In addition to the above sites, we partner with third-party logistics that operate warehousing and transportation sites for some of our ADI Global Distribution products. We believe our properties are adequate and suitable for 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 conduct of our business, including matters relating to commercial transactions, government contracts, product liability, prior acquisitions and divestitures, employee matters, intellectual property, and environmental, health, and safety matters. We recognize a liability for any contingency that is probable of occurrence and reasonably estimable. We continually 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 currently believe that such matters are material to our results of operations. Refer to Note 15. Commitments and Contingencies to Consolidated Financial Statements. Item 4. Mine Safety Disclosures Not applicable. Resideo Technologies, Inc. 23 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 12, 2025, there were 32,149 holders of record of our common stock and the closing price of our common stock on the New York Stock Exchange was $21.34 per share. As of February 12, 2025, approximately 148 million shares of our common stock and 0.5 million shares of our preferred stock were outstanding. Dividends We have never declared or paid any cash dividends on our common stock and we currently do not intend to pay cash dividends on our common stock. However, we are required to make preferred dividend payments under the terms of our Preferred Stock in cash or in-kind. We currently expect to retain any future earnings to fund the operation and expansion of our business, pay back debt obligations, or to repurchase our common stock. The Board’s decision regarding any future payment of dividends will depend on the consideration of many factors, including our financial condition, earnings, sufficiency of distributable reserves, opportunities to retain future earnings for use in the operation of our business and to fund future growth, capital requirements, debt service obligations, obligations under the Reimbursement Agreement, legal requirements, regulatory constraints, and other factors that the Board deems relevant. Additionally, the terms of the indebtedness we incurred in connection with the Spin-Off, obligations under the Reimbursement Agreement and other amounts owed to Honeywell under the Tax Matters Agreement, Trademark License, and Patent Cross-License Agreements, will limit our ability to pay cash dividends. Issuer Purchases of Equity Securities During the three months ended December 31, 2024, we did not make any common share repurchases. As of December 31, 2024, we had approximately $108 million of authorized repurchases remaining under our share repurchase program. Stock Performance The following graph shows a comparison through December 31, 2024 of the cumulative total returns for (i) our common stock, (ii) the S&P Small Cap 600 Index, and (iii) the S&P 400 Industrials assuming an initial investment of $100 in the stock or the index on December 31, 2019 and reinvestment of all dividends. This graph covers the period from December 31, 2019 through December 31, 2024. The returns in the graph are not intended to forecast or be indicative of possible future performance of our common stock. Resideo S&P Small Cap 600 Total Return Index S&P 400 Industrials 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 $0 $50 $100 $150 $200 $250 Item 6. [RESERVED] Resideo Technologies, Inc. 24 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (In millions, except per share amounts) The following Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to help readers understand the results of our operations and financial condition for the three years ended December 31, 2024, and should be read in conjunction with the Consolidated Financial Statements and the notes thereto contained elsewhere in this Form 10-K. Overview and Business Trends We are a leading global manufacturer, developer, and distributor of technology-driven sensing and controls products and solutions that help homeowners and businesses stay connected and in control of their comfort, security, energy use, and smart living. We are a leader in key product markets including home heating, ventilation, and air conditioning controls, smoke and carbon monoxide detection home safety and fire suppression, and security. Our global footprint serves residential and commercial end-markets. Our solutions and services can be found in over 150 million residential and commercial spaces globally, with tens of millions of new devices sold annually. We manage our business operations through two business segments, Products and Solutions and ADI Global Distribution. In the second quarter of 2024, we expanded the business through the acquisition of Snap One, which has been incorporated into the ADI Global Distribution business segment. The acquisition expands our distribution into and reach with smart- living products, services, and software. Our Products and Solutions segment offerings include temperature and humidity control, water and air solutions, smoke and carbon monoxide detection home safety products, residential and small business security products, video cameras, other home-related lifestyle convenience solutions, cloud infrastructure, installation and maintenance tools, and related software. Our ADI Global Distribution segment is a leading wholesale distributor of low-voltage products including security, fire, and access control, and participates significantly in the broader related markets of smart home, residential audio-visual, professional audio-visual, power management, networking, data communications, wire and cable, enterprise connectivity, and structured wiring products. In addition, ADI Global Distribution partners with a network of contract manufacturers and joint-development suppliers to produce a full range of proprietary smart-home technology products and solutions under our own exclusive brands. These products may be found in residential and commercial settings and utilize proprietary software platforms such as Control4 and OvrC for project commissioning and remote monitoring. Our financial performance is influenced by macroeconomic factors underlying end user demand such as repair and remodeling activity, residential and non-residential construction, new and existing home sales, employment rates, interest rates and bank lending standards, and supply chain dynamics that can be influenced by geopolitics. The ongoing uncertainty and volatility in the global macroeconomic environment have affected, and could continue to affect, our visibility toward future performance. While supply chain and logistics continued to normalize over 2024, uncertainties remain including the potential for changes in inflation and interest rates, tariffs, increased labor costs, reduced consumer spending due to softening labor markets, elevated mortgage rates, unfavorable foreign currency impacts from a stronger U.S. dollar, shifts in energy policies, and potential market and other disruption from the ongoing conflict between Russia and Ukraine as well as the Middle East crisis. Current Period Highlights • Net revenue of $6.76 billion in 2024, up 8% from $6.24 billion in 2023 • Gross profit margin of 28.1%, compared to 27.2% in the prior year comparable period • Income from operations of $520 million, or 7.7% of revenue, compared to $547 million, or 8.8% of revenue in 2023 • Fully diluted earnings per common share of $0.61, compared to $1.42 per common share in the same period last year • Cash Flow From Operations was $444 million in 2024 as compared to $440 million in 2023 Outlook For 2025, we anticipate executing our business against a global macro-economic environment that continues to be mixed. Despite some signals that new U.S. residential home building is back to normal levels and the outlook for U.S. repair and Resideo Technologies, Inc. 25 remodeling has reverted to modest low-single digit percentage growth, U.S. mortgage rates remain high, the existing U.S. home re-sale market is still soft, and inflation remains persistent globally. We expect these trends to support our 2025 year- over-year revenue outlook of up low-to-mid single-digits. Basis of Presentation and Reclassifications Refer to Note 1. Nature of Operations and Basis of Presentation to Consolidated Financial Statements. Results of Operations This section of the Form 10-K discusses fiscal 2024 and fiscal 2023 items and year-over-year comparisons of these periods. Discussions of fiscal 2022 items and year-over-year comparisons between fiscal 2023 and fiscal 2022 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 in the Company’s 2023 Annual Report on Form 10-K filed February 14, 2024 as reclassified in our Current Report on Form 8-K filed on June 4, 2024 to reflect the impacts of certain corporate functions being decentralized to align with the business strategy. Refer to Note 4. Segment Financial Data for additional information. The following table represents results of operations on a consolidated basis for the periods indicated: Years Ended December 31, (in millions, except per share data and percentages) 2024 2023 $ change % change Net revenue $ 6,761 $ 6,242 $ 519 8.3 % Cost of goods sold 4,860 4,546 314 6.9 % Gross profit 1,901 1,696 205 12.1 % Gross Profit % 28.1 % 27.2 % 90 bps Operating expenses: Research and development expenses 111 109 2 1.8 % Selling, general and administrative expenses 1,138 960 178 18.5 % Intangible asset amortization 80 38 42 110.5 % Restructuring, impairment and extinguishment costs 52 42 10 23.8 % Total operating expenses 1,381 1,149 232 20.2 % Income from operations 520 547 (27) (4.9) % Other expenses, net 218 169 49 29.0 % Interest expense, net 81 65 16 24.6 % Income before taxes 221 313 (92) (29.4) % Provision for income taxes 105 103 2 1.9 % Net income $ 116 $ 210 $ (94) (44.8) % Earnings per common share: Basic $ 0.62 $ 1.43 $ (0.81) (56.6) % Diluted $ 0.61 $ 1.42 $ (0.81) (57.0) % Net Revenue Net revenue for the year ended December 31, 2024 was $6,761 million, an increase of $519 million, or 8.3%, from the prior year, primarily due to $553 million of revenue from the acquisition of Snap One and higher sales volume of $74 million driven by the ADI Global Distribution segment. The increase was partially offset by $105 million of lower sales from the divestiture of the Genesis business in 2023, and $6 million of unfavorable foreign currency fluctuations. The price increases at Product and Solutions were offset by the decreases at ADI Global Distribution, resulting in minimal impact from price on net revenue. Resideo Technologies, Inc. 26 Gross Profit The chart below presents the drivers of the gross profit variance from the years ended December 31, 2023 to December 31, 2024. $ in Millions $1,696 $95 $181 $(60) $(2) $(9) $1,901 2023 Gross Profit Manufacturing Costs Acquisition/ Divestiture, Net (1) Price & Mix Sales Volume Other 2024 Gross Profit 500 1,000 1,500 2,000 2,500 (1) Includes only the Snap One acquisition and Genesis divestiture Gross profit of $1,901 million increased $205 million and gross margin of 28.1% was up 90 basis points (“bps”) from the prior year. The increase in gross margin was primarily driven by lower manufacturing costs of 140 bps, favorable impacts from the acquisition of Snap One, net of Genesis divestiture of 80 bps, which was partially offset by net unfavorable price and mix shift of 90 bps and the impact from lower volumes of 30 bps. Research and Development Expenses Research and development expenses for the year ended December 31, 2024, were $111 million, an increase of $2 million as compared to the same period in 2023. The increase was primarily driven by $17 million from the acquisition of Snap One, which was partially offset by $15 million from lower third-party spend and personnel costs. Key drivers of the lower spend relate to optimization efforts and a realignment of IT resources towards maintenance projects within the Products and Solutions segment. Selling, General and Administrative Expenses Selling, general and administrative expenses for the year ended December 31, 2024, were $1,138 million, an increase of $178 million, or 18.5%, as compared to the same period in 2023. The increase was driven by $141 million of incremental operating expenses from the Snap One acquisition, and $45 million of acquisition and integration costs. The increase was partially offset by lower expenses of $8 million from the divestiture of the Genesis business in 2023. Resideo Technologies, Inc. 27 Intangible Asset Amortization Intangible asset amortization increased $42 million for the year ended December 31, 2024, as compared to the same period in 2023. The increase was primarily due to additional amortization expense of $41 million associated with the new intangibles from the Snap One acquisition. Restructuring, Impairment and Extinguishment Costs Restructuring, impairment and extinguishment costs increased $10 million for the year ended December 31, 2024, as compared to the same period in 2023. The increase was primarily due to debt extinguishments and related costs associated with multiple credit agreement amendments throughout the year. Other Expenses, Net Other expenses, net increased $49 million for the year ended December 31, 2024, as compared to the same period in 2023. The increase was driven by $33 million of additional expense related to the Reimbursement Agreement as noted in Note 15. Commitments and Contingencies, and a net gain on sale of assets and divestiture of $22 million, which was partially offset by $6 million of other costs including pension and foreign currency impacts. Interest Expense, Net Interest expense, net increased $16 million for the year ended December 31, 2024 as compared to the same period in 2023, primarily due to an increase in our long-term debt resulting in $22 million of higher interest expense which was partially offset by $6 million of higher interest income as a result of effectively investing excess cash. Tax Expense Income tax expense of $105 million for the year ended December 31, 2024, includes $1 million of discrete tax benefit. The effective tax rate for the year ended December 31, 2024, excluding discrete tax benefits of $1 million, was 47.8% versus 37.9% for the same period in 2023, which excluded a discrete tax benefit of $16 million. Income tax expense increased for the year ended December 31, 2024, primarily due to an increase in non-deductible expenses. The increase in the overall effective tax rate was primarily driven by non-deductible indemnification costs, other non-deductible expenses, and U.S. taxation of foreign earnings. Resideo Technologies, Inc. 28 Segment Results of Operations Products and Solutions The chart below presents net revenue and income from operations for the years ended December 31, 2024 and 2023. $ in Millions Products and Solutions $2,564 $2,672 $503 $446 Net revenue Income from Operations 2024 2023 0 2,000 4,000 Products and Solutions revenue decreased $108 million, or 4.0%, as compared to the same period in 2023, due to $105 million from the divestiture of the Genesis business, lower sales volume of $24 million and unfavorable foreign currency fluctuations of $10 million. The decrease was partially offset by price increases of $31 million. Income from operations increased $57 million, or 12.8%, from the same period in 2023, primarily due to lower material, freight and other manufacturing costs of $101 million, lower restructuring expenses of $13 million, lower selling, general and administrative expenses of $5 million, and lower research and development expenses of $1 million. Partially offsetting the favorable impacts to income from operations were net unfavorable price and mix shift of $30 million, lower volumes of $20 million, and the impact from the divestiture of the Genesis business of $13 million. ADI Global Distribution The chart below presents net revenue and income from operations for the years ended December 31, 2024 and 2023. $ in Millions ADI Global Distribution $4,197 $3,570 $195 $238 Net revenue Income from operations 2024 2023 $0 $2,500 $5,000 ADI Global Distribution net revenue increased $627 million, or 17.6%, as compared to the same period in 2023, primarily due to $553 million of revenue from the acquisition of Snap One, $98 million from higher volumes, and favorable foreign currency fluctuations of $4 million. The increase was partially offset an unfavorable price impact of $31 million. Income from operations decreased $43 million, or 18.1%, as compared to the same period in 2023, primarily due to an unfavorable sales mix and deflationary impact of $31 million, higher operational costs including freight and other costs of $27 million, Snap One acquisition and integration costs of $12 million, and higher restructuring expenses of $7 million. Resideo Technologies, Inc. 29 The decrease was partially offset by higher volumes of $18 million, and lower employee expenses of $13 million from prior restructuring efforts. Corporate Corporate costs for the year ended December 31, 2024, were $178 million, an increase of $41 million, or 29.9%, from $137 million in the same period of 2023. The increase was primarily due to $33 million of Snap One acquisition and integration costs, and $9 million of extinguishments and costs associated with the credit agreement amendments. Capital Resources and Liquidity As of December 31, 2024, total cash and cash equivalents were $692 million, of which 32% were held by foreign subsidiaries. Our liquidity is primarily dependent on our ability to continue to generate positive cash flows from operations, supplemented by external sources of capital as needed. Additional liquidity may also be provided through access to the capital markets and our senior secured revolving credit facility in an aggregate principal amount of $500 million (the “A&R Revolving Credit Facility”). Liquidity Our future capital requirements will depend on many factors, including the rate of sales growth, market acceptance of our products, the timing and extent of research and development projects, potential acquisitions of companies or technologies, and the expansion of our sales and marketing activities. We may enter into acquisitions or strategic arrangements in the future, which also could require us to seek additional equity or debt financing. While we may elect to seek additional funding at any time, we believe our existing cash, cash equivalents, and availability under our credit facilities are sufficient to meet our capital requirements through at least the next 12 months and the longer term. We may from time to time take steps to reduce our debt or otherwise improve our financial position. These actions could include prepayments, open market debt repurchases, negotiated repurchases, other redemptions or retirements of outstanding debt, opportunistic refinancing of debt, raising additional capital, or divesting certain assets. The amount of prepayments or the amount of debt that may be refinanced, repurchased, or otherwise retired, if any, will depend on market conditions, trading levels of our debt, our cash position, compliance with debt covenants, and other considerations. Resideo Technologies, Inc. 30 Credit Agreement In February 2021, we entered into an Amendment and Restatement Agreement with JP Morgan Chase Bank N.A. as administrative agent (the “A&R Credit Agreement”). In March 2022, we amended the A&R Credit Agreement adding $200 million in additional term loans. In June 2023, we amended the A&R Credit Agreement to replace the interest rate reference rate of LIBOR with the secured overnight financing rate (“SOFR”). Included in the A&R Term B Facility is a five-year senior secured revolving credit facility in an aggregate capacity of $500 million (the A&R Revolving Credit Facility and, together with the A&R Term B Facility, the “A&R Senior Credit Facilities”). In May 2024, the A&R Term B Facility was amended to (i) reduce the interest rate margin from 2.25% to 2.00%, (ii) eliminate the SOFR credit spread adjustment, and (iii) reduce the SOFR floor from 0.50% to 0%. In June 2024, we completed the acquisition of Snap One which was partially financed with $600 million in incremental term loans under our A&R Term B Facility, with a maturity date of May 14, 2031. We also extended the term of our A&R Revolving Credit Facility to June 2029. In July 2024, we issued $600 million in aggregate principal of 6.500% Senior Notes due 2032. The net proceeds of the Senior Notes due 2032 were used to repay $596 million principal amount outstanding indebtedness due February 2028 under the Company’s A&R Term B Facility. In December 2024, the A&R Term B Facility was further amended to reduce the interest rate margin from 2.00% to 1.75%. As of December 31, 2024, we had $2,015 million of long-term debt outstanding under our A&R Credit Agreement, Senior Notes due 2029, and Senior Notes due 2032, of which $6 million is due in the next 12 months. We have entered into certain interest rate swap agreements to effectively convert a portion of our variable-rate debt to fixed-rate debt. Additionally, as part of our acquisition of Snap One, we assumed an interest rate cap agreement with a notional amount of $344 million and a strike rate of 4.79%. Refer to Note 11. Long-Term Debt and Note 12. Derivative Financial Instruments to Consolidated Financial Statements for a description of our debt obligations and the timing of future principal and interest payments, including impacts from our Swap Agreements. Senior Notes In August 2021, we issued $300 million in principal amount of 4.000% Senior Notes due in 2029 (“the Senior Notes due 2029”). The Senior Notes due 2029 are senior unsecured obligations of Resideo guaranteed by our existing and future domestic subsidiaries, rank equally with all of our senior unsecured debt, and are senior to all of our subordinated debt. In July 2024, we issued $600 million in aggregate principal of 6.500% Senior Notes due 2032 (the “Senior Notes due 2032”). The net proceeds from the Senior Notes due 2032 were used to repay $596 million principal amount of outstanding indebtedness due February 2028 under the Company’s A&R Term B Facility. As of December 31, 2024, we were in compliance with all covenants related to the A&R Credit Agreement, Senior Notes due 2029, and Senior Notes due 2032. Share Repurchase Program In August 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, 2024 and 2023, we repurchased 0.1 million and 2.6 million shares of common stock in the open market at a total cost of $1 million and $41 million, respectively. As of December 31, 2024, we had approximately $108 million of authorized repurchases remaining under the share repurchase program. Resideo Technologies, Inc. 31 Cash Flow Summary for the Years Ended December 31, 2024 and 2023 Our cash flows from operating, investing, and financing activities for the years ended December 31, 2024 and 2023, as reflected in the audited Consolidated Financial Statements are summarized as follows: Years Ended December 31, 2024 2023 $ change Cash provided by (used for): Operating activities $ 444 $ 440 $ 4 Investing activities (1,409) (44) (1,365) Financing activities 1,031 (64) 1,095 Effect of exchange rate changes on cash (10) (24) 14 Net increase in cash, cash equivalents and restricted cash $ 56 $ 308 $ (252) 2024 compared with 2023 Net cash provided by operating activities for the year ended December 31, 2024 was $444 million, an increase of $4 million compared to the prior year. The increase was primarily driven by higher cash earnings partially offset by working capital investments. Net cash used for investing activities for the year ended December 31, 2024 was $1,409 million, an increase of $1,365 million, compared to the prior year, primarily driven by acquiring Snap One for $1,337 million and lower net proceeds from the sale of business, acquisitions and investments of $85 million. These amounts were partially offset by a decrease in capital expenditures of $25 million from 2023 to 2024. Net cash provided by financing activities for the year ended December 31, 2024 was $1,031 million, an increase of $1,095 million compared to the prior year, primarily due to proceeds of $1,176 million and $482 million from the issuance of long-term debt and preferred stock, respectively, to support the Snap One acquisition. This increase was partially offset by an increase in debt repayments of $593 million as well as a decrease in common stock repurchases of $40 million. Contractual Obligations and Probable Liability Payments In addition to our long-term debt discussed above, our material cash requirements include the following contractual obligations. Reimbursement Agreement Payments In connection with the Spin-Off, we entered into the Reimbursement Agreement with Honeywell. As of December 31, 2024, a liability of $723 million was deemed probable and reasonably estimable; however, it is possible we could pay $140 million per year (exclusive of any late payment fees up to 5% per annum) until the earlier of: (1) December 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 December 31, 2024, we paid Honeywell $140 million under this agreement. For further discussion on the Reimbursement Agreement refer to Note 15. Commitments and Contingencies to Consolidated Financial Statements. Environmental Liability We make environmental liability payments for sites which we own and are directly responsible for. As of December 31, 2024, $22 million was deemed probable and reasonably estimable. Resideo Technologies, Inc. 32 Operating Leases We have operating lease arrangements for the majority of our manufacturing sites, offices, engineering and lab sites, stocking locations, warehouses, automobiles, and certain equipment. As of December 31, 2024, we had operating lease payment obligations of $263 million, with $51 million payable within 12 months. Purchase Obligations We enter into purchase obligations with various vendors in the normal course of business. As of December 31, 2024, we had purchase obligations of $358 million, with $177 million payable within 12 months. Off-Balance Sheet Arrangements We do not engage in any off-balance sheet financial arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, net revenue or expenses, results of operations, liquidity, capital expenditures, or capital resources. Critical Accounting Policies and Significant Estimates Our Consolidated Financial Statements are prepared in accordance with U.S. GAAP and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”) and is based in part on the application of significant accounting policies, many of which require us to make estimates and assumptions. Critical accounting policies and significant estimates are those judgments that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition and results of operations. We review our estimates and assumptions on an ongoing basis throughout the year and as new events or changes in our operating environment occur with our Audit Committee of the Board of Directors. We base our estimates and assumptions on extensive historical experience and/or other pertinent factors we believe are applicable and reasonable under the circumstances, such as forecasts of future performance, which serve as the foundation for determining how to recognize and measure assets and liabilities not readily apparent from other sources. We consider the below critical areas in the application of our accounting policies and estimates that involve a significant level of estimation uncertainty, complex judgment, subjectivity, and have had or are reasonably likely to have a material impact on our financial condition or results of operations and are critical to the understanding of our Consolidated Financial Statements. Actual results could differ from our estimates and assumptions. Refer to Note 2. Summary of Significant Accounting Policies to Consolidated Financial Statements. Goodwill We review the carrying values of goodwill and identifiable intangibles whenever events or changes in circumstances indicate that such carrying values may not be recoverable and annually, on the first day of the fourth quarter. If the 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 Other Intangible Assets, net to Consolidated Financial Statements. Warranties and Guarantees Expected warranty costs for 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 accrual at the time an obligation becomes probable and can be reasonably estimated. We periodically adjust these provisions to reflect actual experience and other facts and circumstances that impact the status of existing claims. Refer to Note 15. Commitments and Contingencies for additional information. Revenue Revenue is measured as the amount of consideration expected to be received in exchange for our products. Allowances for cash discounts, volume rebates, and other customer incentive programs, as well as gross customer returns, among others, are recorded as a reduction of sales at the time of sale based upon the estimated future outcome. Cash discounts, volume Resideo Technologies, Inc. 33 rebates and other customer incentive programs are based upon certain percentages agreed upon with various customers, which are typically earned by the customer over an annual period. Revenue is adjusted for variable consideration, which includes customer volume rebates and prompt payment discounts. We measure variable consideration by estimating expected outcomes using analysis and inputs based upon anticipated performance, historical data, and current and forecasted information. Customer returns are recorded as a reduction to sales on an actual basis throughout the year and also include an estimate at the end of each reporting period for 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 new business conditions that might impact the historical analysis such as new product introduction. Measurement of variable consideration is reviewed by management periodically and revenue is adjusted accordingly. We do not have significant financing components. Refer to Note 5. Revenue Recognition to Consolidated Financial Statements. Reimbursement Agreement In connection with the Spin-Off, 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, hazardous exposure or toxic tort claims, in each case, including consequential damages (the liabilities) 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 liabilities, less 90% of Honeywell’s net insurance receipts relating to such liabilities, and less 90% of the net proceeds received by Honeywell in connection with (i) affirmative claims relating to such liabilities, (ii) contributions by other parties relating to such liabilities and (iii) certain property sales. The amount payable in respect of such liabilities 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 liabilities payable under Indemnification Agreements in the Consolidated Balance Sheets. Refer to Note 15. Commitments and Contingencies to Consolidated Financial Statements. Income Taxes Significant judgment is required in evaluating tax positions. We established additional reserves for income taxes when, despite the belief that tax positions are fully supportable, there remain certain positions that do not meet the minimum 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 foreign tax authorities. We regularly assess the potential outcomes of these examinations and any future examinations for the current or prior years in determining the adequacy of our provision for income taxes. We continually assess the likelihood and amount of potential adjustments and adjust the income tax provision, the current tax liability, and deferred taxes in the period in which the facts that give rise to a change in estimate become known. Refer to Note 17. Income Taxes to Consolidated Financial Statements. Other Matters Litigation, Environmental Matters and the Reimbursement Agreement Refer to Note 15. Commitments and Contingencies to Consolidated Financial Statements for further discussion. Recent Accounting Pronouncements Refer to Note 2. Summary of Significant Accounting Policies to Consolidated Financial Statements. Cautionary Statement Concerning Forward-Looking Statements This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified 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 financial results. Forward-looking statements often include words such as “anticipates,” “estimates,” Resideo Technologies, Inc. 34 “expects,” “projects,” “forecasts,” “intends,” “plans,” “continues,” “believes,” “may,” “will,” “goals,” and words and terms of similar substance in connection with discussions of future operating or financial performance. This Annual Report includes industry and market data that we obtained from various third-party sources, including forecasts based upon such data; as with any projection or forecast, forward-looking statements are inherently susceptible to uncertainty and changes in circumstances. Our actual results may vary materially from those expressed or implied in our forward-looking statements. Accordingly, undue reliance should not be placed on any forward-looking statement made by us or on our behalf. Although we believe that the forward-looking statements contained in this Annual Report are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in such forward-looking statements, including but not limited to: • competition from other companies in our markets and segments, as well as in new markets and emerging markets; • compatibility and ease of integration of our products and solutions with third-party products and services and our ability to control such third party integrations; • our ability to identify consumer preferences and industry standards, develop, and protect intellectual property related thereto, and successfully market new technologies, products, and services to consumers; • our reliance on independent integrators to sell and install our solutions; • our reliance on certain suppliers; • the impact of disruptions in our supply chain from third-party suppliers and manufacturers, including our inability to obtain necessary raw materials and product components, production equipment, or replacement parts; • inability to consummate acquisitions on satisfactory terms or to integrate such acquisitions effectively; • the impact of earthquakes, hurricanes, fires, power outages, floods, pandemics, epidemics, natural disasters, and other catastrophic events or other public health emergencies; • the impact of potentially volatile global market and economic conditions and industry and end market cyclicality, including factors such as interest rates, inflation, energy costs, availability of financing, consumer spending habits, and preferences, housing market changes, and employment rates; • failure to achieve and maintain a high level of product and service quality, including the impact of warranty claims, product recalls, and product liability actions that may be brought against us; • our ability to retain or expand relationships with significant customers; • the significant failure or inability to comply with specifications and manufacturing requirements or delays or other problems with existing or new products or inability to meet price requirements; • inability to successfully execute transformation programs or to effectively manage our workforce; • the failure to increase productivity through sustainable operational improvements; • economic, political, regulatory, foreign exchange, and other risks of international operations; • our dependence upon information technology infrastructure and network operations having adequate cyber- security functionality; • the potential adverse impacts of enhanced tariff, import/export restrictions, or other trade barriers on global economic conditions, financial markets, and our business; • risks associated with the Reimbursement Agreement, the other agreements we entered into with Honeywell in connection with the Spin-Off, and our relationships with Honeywell, including our reliance on Honeywell for the Honeywell Home trademark; • regulations and societal actions to respond to global climate change; • failure to comply with the broad range of current and future standards, laws, and regulations in the jurisdictions in which we operate; • the impact of potential material litigation matters, government proceedings, and other contingencies and uncertainties; • our ability to borrow funds and access capital markets in light of the terms of our debt documents or otherwise; • provisions in our governing documents discouraging takeovers; • our ability to recruit and retain qualified personnel and to recruit a new CEO given the announced intended retirement of our current CEO; • uncertainty in the development, deployment, and the use of artificial intelligence in our products and services, as well as our business interests more broadly; • currency exchange rate, stock price, and effective tax rate fluctuations; • the CD&R Stockholder’s interest in and influence over us that may diverge from, or event conflict with, interests of the holders of our common stock, and the reduction in the relative voting power of holders of our common stock resulting from the issuance of preferred stock; • our ability to maintain effective internal controls, deliver timely financial statements, and avoid the financial statements to become impaired and damage public opinion; Resideo Technologies, Inc. 35 • impairment of other intangible assets and long-lived assets; • being required to make significant cash contributions to our defined benefit pension plans; • other risks detailed under the caption “Risk Factors” in this Annual Report, in Part I, Item 1A; and • certain factors discussed elsewhere in this Form 10-K. These risks could cause actual results to differ materially from those implied by forward-looking statements in this Annual Report. Even if our results of operations, financial condition and liquidity, and the development of the industries in which we operate are consistent with the forward-looking statements contained in this Annual Report, those results or developments may not be indicative of results or developments in subsequent periods. Any forward-looking statements made by us in this Form 10-K speak only as of the date on which they are made. We are under no obligation to and expressly disclaim any obligation to, update or alter our forward-looking statements, whether as a result of new information, subsequent events or otherwise. Item 7A. Quantitative and Qualitative Disclosures About Market Risk We are exposed to market risk from foreign currency exchange rates, commodity price risk, and interest rates, which could affect operating results, financial position, and cash flows. We manage our exposure to these market risks through our regular operating and financing activities and, when appropriate, through the use of derivative financial instruments. Interest Rate Risk As of December 31, 2024, the Swap Agreements, with a notional value of $560 million, effectively convert a portion of our $1,115 million long-term variable rate A&R Term B Facility to a rate based on Term SOFR with a minimum rate of 0.39% per annum to a base fixed weighted average rate of 1.13% over the remaining terms. In connection with our acquisition of Snap One in 2024, we assumed an interest rate cap agreement with a current notional of $344 million and a strike rate of 4.79%. As of December 31, 2024, an increase in interest rates by 100 bps would have an approximately $2 million impact on our annual interest expense. For more information on the Swap Agreements and assumed interest rate cap, refer to Note 12. Derivative Financial Instruments to Consolidated Financial Statements. Foreign Currency Exchange Rate Risk We are exposed to market risks from 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 British Pound, Canadian Dollar, Euro, Mexican Peso, Indian Rupee, and Czech Koruna. These exposures may impact total assets, liabilities, future earnings and/or operating cash flows. Our exposure to market risk for changes in foreign currency exchange rates emerges from transactions arising from international trade, foreign currency denominated monetary assets and liabilities, and international financing activities between subsidiaries. We rely primarily on natural offsets to address our exposures and may supplement this approach from time to time by entering into forward and option hedging contracts. As of December 31, 2024, we have no outstanding foreign currency hedging arrangements. Commodity Price Risk While we are exposed to commodity price risk, we attempt to pass through significant 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 for such changes in costs. Resideo Technologies, Inc. 36 Item 8. Financial Statements and Supplementary Data Index to Financial Statements Page Consolidated Balance Sheets 38 Consolidated Statements of Operations 39 Consolidated Statements of Comprehensive Income 40 Consolidated Statements of Cash Flows 41 Consolidated Statements of Stockholders’ Equity 42 Notes to Consolidated Financial Statements 43 Report of Independent Registered Public Accounting Firm 78 37 Resideo Technologies, Inc. Consolidated Balance Sheets December 31, (in millions, except par value) 2024 2023 ASSETS Current assets: Cash and cash equivalents $ 692 $ 636 Accounts receivable, net 1,023 973 Inventories, net 1,237 941 Other current assets 220 193 Total current assets 3,172 2,743 Property, plant and equipment, net 410 390 Goodwill 3,072 2,705 Intangible assets, net 1,176 461 Other assets 369 346 Total assets $ 8,199 $ 6,645 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 1,073 $ 905 Accrued liabilities 717 620 Total current liabilities 1,790 1,525 Long-term debt 1,983 1,396 Obligations payable under Indemnification Agreements 674 609 Other liabilities 443 366 Total liabilities 4,890 3,896 COMMITMENTS AND CONTINGENCIES Stockholders’ equity Preferred stock, $0.001 par value, 100 shares authorized, 0.5 shares issued and outstanding at December 31, 2024 and no shares outstanding at December 31, 2023 482 — Common stock, $0.001 par value: 700 shares authorized, 154 and 147 shares issued and outstanding at December 31, 2024, respectively, and 151 and 145 shares issued and outstanding at December 31, 2023, respectively — — Additional paid-in capital 2,315 2,226 Retained earnings 907 810 Accumulated other comprehensive loss, net (284) (194) Treasury stock at cost (111) (93) Total stockholders’ equity 3,309 2,749 Total liabilities and stockholders’ equity $ 8,199 $ 6,645 Refer to accompanying Notes to Consolidated Financial Statements. 38 Resideo Technologies, Inc. Consolidated Statements of Operations Years Ended December 31, (in millions, except per share data) 2024 2023 2022 Net revenue $ 6,761 $ 6,242 $ 6,370 Cost of goods sold 4,860 4,546 4,604 Gross profit 1,901 1,696 1,766 Operating expenses: Research and development expenses 111 109 111 Selling, general and administrative expenses 1,138 960 974 Intangible asset amortization 80 38 35 Restructuring, impairment and extinguishment costs 52 42 35 Total operating expenses 1,381 1,149 1,155 Income from operations 520 547 611 Other expenses, net 218 169 139 Interest expense, net 81 65 54 Income before taxes 221 313 418 Provision for income taxes 105 103 135 Net income 116 210 283 Less: preferred stock dividends 19 — — Less: undistributed income allocated to preferred stockholders 6 — — Net income available to common stockholders $ 91 $ 210 $ 283 Earnings per common share: Basic $ 0.62 $ 1.43 $ 1.94 Diluted $ 0.61 $ 1.42 $ 1.90 Weighted average common shares outstanding: Basic 146 147 146 Diluted 149 148 149 Refer to accompanying Notes to Consolidated Financial Statements. 39 Resideo Technologies, Inc. Consolidated Statements of Comprehensive Income Years Ended December 31, (in millions) 2024 2023 2022 Comprehensive income: Net income $ 116 $ 210 $ 283 Other comprehensive (loss) income, net of tax: Foreign exchange translation (loss) gain (88) 47 (74) Pension liability adjustments 15 (12) (9) Changes in fair value of effective cash flow hedges (17) (17) 36 Total other comprehensive (loss) income, net of tax (90) 18 (47) Comprehensive income $ 26 $ 228 $ 236 Refer to accompanying Notes to Consolidated Financial Statements. 40 Resideo Technologies, Inc. Consolidated Statements of Cash Flows Cash Flows From Operating Activities: Net income $ 116 $ 210 $ 283 Adjustments to reconcile net income to net cash in operating activities: Depreciation and amortization 144 98 94 Restructuring, impairment and extinguishment costs 52 42 35 Stock-based compensation expense 59 44 50 Deferred income taxes (31) (28) (3) Other, net 7 (14) 6 Changes in assets and liabilities, net of acquired companies: Accounts receivable, net (18) 19 (72) Inventories, net (71) 32 (122) Other current assets (5) 6 (26) Accounts payable 127 18 (43) Accrued liabilities 4 (34) (21) Other, net 60 47 (29) Net cash provided by operating activities 444 440 152 Cash Flows From Investing Activities: Acquisitions, net of cash acquired (1,337) (16) (665) Capital expenditures (80) (105) (85) Proceeds from sale of business — 86 — Other investing activities, net 8 (9) (14) Net cash used in investing activities (1,409) (44) (764) Cash Flows From Financing Activities: Proceeds from issuance of long-term debt, net 1,176 — 200 Proceeds from issuance of preferred stock, net of issuance costs 482 — — Repayments of long-term debt (605) (12) (12) Preferred dividend payments (12) — — Common stock repurchases (1) (41) — Other financing activities, net (9) (11) (18) Net cash provided by (used in) financing activities 1,031 (64) 170 Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash (10) (24) (8) Net increase in cash, cash equivalents and restricted cash 56 308 (450) Cash, cash equivalents and restricted cash at beginning of year 637 329 779 Cash, cash equivalents and restricted cash at end of year $ 693 $ 637 $ 329 Supplemental Cash Flow Information: Interest paid, net of swaps $ 78 $ 80 $ 54 Taxes paid, net of refunds $ 162 $ 123 $ 159 Capital expenditures in accounts payable $ 22 $ 14 $ 21 Years Ended December 31, (in millions) 2024 2023 2022 Refer to accompanying Notes to Consolidated Financial Statements. 41 Resideo Technologies, Inc. Consolidated Statements of Stockholders’ Equity Preferred Stock Common Stock Treasury Stock (in millions, except shares in thousands) Shares Amount Shares Amount Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Shares Amount Total Stockholders’ Equity January 1, 2022 — $ — 144,808 $ — $ 2,121 $ 317 $ (165) 1,440 $ (21) $ 2,252 Net income — — — — — 283 — — — 283 Other comprehensive loss, net of tax — — — — — — (47) — — (47) Common stock issuance, net of shares withheld for taxes — — 1,414 — 5 — — 610 (14) (9) Stock-based compensation expense — — — — 50 — — — — 50 Balance at December 31, 2022 — $ — 146,222 $ — $ 2,176 $ 600 $ (212) 2,050 $ (35) $ 2,529 Net income — — — — — 210 — — — 210 Other comprehensive income, net of tax — — — — — — 18 — — 18 Common stock issuance, net of shares withheld for taxes — — 1,726 — 6 — — 927 (17) (11) Stock-based compensation expense — — — — 44 — — — — 44 Common stock repurchases — — (2,559) — — — — 2,559 (41) (41) Balance at December 31, 2023 — $ — 145,389 $ — $ 2,226 $ 810 $ (194) 5,536 $ (93) $ 2,749 Net income — — — — — 116 — — — 116 Other comprehensive loss, net of tax — — — — — — (90) — — (90) Preferred stock issuance, net of issuance costs 500 482 — — — — — — — 482 Common stock issuance, net of shares withheld for taxes — — 1,916 — 8 — — 825 (17) (9) Stock-based compensation awards issued for acquisition of Snap One — — — — 17 — — — — 17 Stock-based compensation — — — — 64 — — — — 64 Preferred stock dividend — — — — — (19) — — — (19) Common stock repurchases — — (75) — — — — 75 (1) (1) Balance at December 31, 2024 500 $ 482 147,230 $ — $ 2,315 $ 907 $ (284) 6,436 $ (111) $ 3,309 Refer to accompanying Notes to Consolidated Financial Statements. 42 Note 1. Nature of Operations and Basis of Presentation Nature of Operations Resideo Technologies, Inc. (“Resideo”, the “Company”, “we”, “us”, or “our”) is a global manufacturer, developer and distributor of technology-driven sensing and controls products and solutions that help homeowners and businesses stay connected and in control of their comfort, security, energy use, and smart living. We are a leader in the home heating, ventilation and air conditioning controls markets, smoke and carbon monoxide detection home safety and fire suppression products markets, and security markets. Our global footprint serves residential and commercial end-markets. Basis of Consolidation and Reporting 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. Generally Accepted Accounting Principles (“U.S. GAAP”). All intercompany accounts, transactions, and profits arising from consolidated entities have been eliminated in consolidation. We report financial information on a fiscal quarter basis using a modified four-four-five week calendar. Our fiscal calendar begins on January 1 and ends on December 31. We have elected the first, second, and third quarters to end on a Saturday in order to not disrupt business processes. The effects of this election are generally not significant to reported results for any quarter and only exist within a reporting year. Reclassification For the purposes of comparability, certain prior period amounts have been reclassified to conform to current period classification. Refer to Note 4. Segment Financial Data for additional information on reclassified corporate expenses to the segments. Note 2. Summary of Significant Accounting Policies We consider the following policies to be beneficial 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. (a) Use of Estimates—The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expenses, and related disclosures of contingent assets and liabilities in the Consolidated Financial Statements and accompanying notes. Estimates are used for, but not limited to, provisions for expected credit losses and inventory reserves, revenue recognition, accounting for income taxes, accounting for business combinations and dispositions, valuation of reporting units for purposes of assessing goodwill for impairment, valuation of long-lived asset groups for impairment testing, the useful lives of long-lived assets, accruals for employee benefits, stock-based compensation, pension benefits, indemnification liabilities, deferred taxes, warranties, and certain contingencies. We base our estimates on historical experience, market participant fair value considerations, projected future cash flows, and various other factors that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. (b) Business Combinations—Our acquisitions are accounted for under ASC 805, Business Combinations. Accordingly, the assets and liabilities of acquired companies are included in the Consolidated Balance Sheets from the acquisition date, adjusted to reflect their fair value. Intangible assets are measured and recognized at fair value and amortized over their estimated useful lives. We recognize goodwill equal to the difference between the purchase price and identifiable assets and liabilities. Acquisition-related costs are recognized as incurred. We estimate the fair value of acquired assets and liabilities as of the acquisition date utilizing either a cost or income approach. Determining the fair value of acquired intangibles involves significant estimates and assumptions, including, but not limited to, forecasted revenue growth rates, customer attrition rate, market-participant discount rates, the assumed royalty rates, and income tax rates. The valuation of tangible and intangible assets and liabilities resulting from an acquisition is subject to management review and may change materially between the preliminary allocation and end of the purchase price allocation period of one year. Resideo Technologies, Inc. Notes to Consolidated Financial Statements 43 Customer relationships are valued using the multi-period excess earnings method. The multi-period excess earnings method estimates the discounted net earnings attributable to the customer relationships that were acquired after considering items such as possible customer attrition. Estimated useful lives were determined based on the length and trend of projected cash flows. The length of the projected cash flow period was determined based on the expected attrition of the customer relationships, which is based on our historical experience and future expectations for renewing and extending similar customer relationships. Technology and trade names are valued using the relief from royalty method to estimate the cost savings that will accrue to the Company, which would otherwise have to pay royalties or license fees on revenue earned by using the asset. The useful lives of the assets were determined based on management’s estimate of the period of time the technology or name will be in use. (c) Cash, Cash Equivalents and Restricted Cash—Cash and cash equivalents may consist of cash on hand, money market instruments, time deposits, and highly liquid investments. All highly liquid investments with original maturities of three 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 was not material. Cash, cash equivalents, and restricted cash are carried at cost, which approximates fair value. (d) Accounts Receivable, net of Allowance for Credit Losses—Accounts receivable are recorded at the invoiced amount, presented net of allowance for credit losses and do not bear interest. We review the adequacy of the allowance for credit losses on an ongoing basis using historical collection trends and aging of receivables. Management also periodically evaluates individual customers’ financial condition, credit history, and the current economic conditions to make adjustments to the allowance when it is considered necessary. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Allowance for credit losses was not material as of December 31, 2024 and 2023, respectively. (e) Concentration of Credit Risk—Credit risk represents the loss that would be recognized at the reporting date if counterparties failed to perform as contracted. Market risk represents our exposure to changes associated with our international operations as we generate revenue and incur expenses in various currencies. We continually 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 from cash and cash equivalent investments or accounts receivable. (f) Inventories—Inventories are stated at the lower of cost or net realizable value with cost being determined using the moving-average method or first in, first out (“FIFO”) method. Inventory reserves are maintained for obsolete and surplus items. The following table summarizes the details of our inventory, net: December 31, (in millions) 2024 2023 Raw materials $ 171 $ 221 Work in process 14 18 Finished products 1,052 702 Total inventories, net $ 1,237 $ 941 (g) Property, Plant and Equipment—Property, plant and equipment are stated at cost, less accumulated depreciation. For financial reporting purposes the straight-line method of depreciation is used over the estimated useful lives. Leasehold improvements are capitalized and amortized using the straight-line method over the shorter of their estimated useful lives or the term of the underlying lease. Depreciation is recognized in cost of sales, research and development, and selling, general and administrative expenses based on the nature and use of the underlying assets. Resideo Technologies, Inc. Notes to Consolidated Financial Statements 44 The following table summarizes the details of our property, plant and equipment, including useful lives: December 31, (in millions) 2024 2023 Useful Lives Machinery and equipment $ 618 $ 659 3-16 years Buildings and improvements 339 314 5-50 years Construction in progress 80 85 NA Land 9 10 NA Gross property, plant and equipment 1,046 1,068 Accumulated depreciation (636) (678) Total property, plant and equipment, net $ 410 $ 390 NA = Not applicable; assets categorized as construction in progress and land are not depreciated. Depreciation expense was $64 million, $59 million and $59 million for the years ended December 31, 2024, 2023 and 2022, respectively. (h) Impairment of Long-Lived Assets—We assess the recoverability of the carrying amount of property, plant and equipment if events or changes in circumstances indicate that the carrying amount or related group of assets may not be recoverable. We perform an impairment test primarily utilizing the replacement cost method (a Level 3 valuation method) for the fair value of property, plant and equipment. If the expected undiscounted cash flows are less than the carrying amount of the asset an impairment loss is recognized as the amount by which the carrying amount of the asset exceeds its fair value. (i) Goodwill and Intangible Assets—We review the carrying values of goodwill and identifiable intangible assets whenever events or changes in circumstances indicate that such carrying values may not be recoverable as well as annually, on the first day of the fourth quarter. The fair value calculated during the goodwill and indefinite-lived intangible asset impairment test uses the market approach in combination with the income approach for the reporting units and the relief from royalty method for the indefinite-lived intangible assets, respectively. The fair value is a Level 3 valuation based on certain unobservable inputs 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. If the 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 Other Intangible Assets, net to Consolidated Financial Statements. (j) Restructuring—We enter into various restructuring initiatives, optimization projects, strategic transactions, and other business activities that may include the recognition of exit or disposal costs. Exit or disposal costs are typically costs of termination benefits, such as severance, and costs associated with the closure or consolidation of operating facilities. Impairment of property and equipment and other current or long-term assets as a result of a restructuring initiative is recognized as a reduction of the appropriate asset. Refer to Note 6. Restructuring to Consolidated Financial Statements. (k) Derivatives—We have interest rate swap agreements and an interest rate cap agreement. Our interest rate swap agreements effectively modify our exposure to interest rate risk by converting floating rate debt to a fixed rate for the term of the swap agreements, reducing the impact of interest rate changes on future interest expense. These agreements involve the receipt of floating rate amounts in exchange for fixed rate interest payments over the life of the agreement without an exchange of the underlying principal amount. Our interest rate cap agreement protects us from increases in interest rates above the capped rate. Our interest rate derivative agreements are designated as cash flow hedges with hedge effectiveness assessed at inception and quarterly thereafter. To the extent the hedging relationship is highly effective, the unrealized gains or losses on the swaps and interest rate cap are recorded in accumulated other comprehensive loss and reclassified into earnings within interest expense, net when the payments occur. We classify our cash flows related to interest rate swap agreements as operating activities in the Consolidated Statements of Cash Flows. The fair values of the interest rate derivatives are reflected as an other asset or liability in the Consolidated Balance Sheets and the change in fair value is reported in accumulated other comprehensive loss. The fair values of the interest rate derivatives are estimated as the net present value of projected cash flows based upon forward interest rates at the balance Resideo Technologies, Inc. Notes to Consolidated Financial Statements 45 sheet date. We do not offset fair value amounts recognized in our Consolidated Balance Sheets for presentation purposes. Refer to Note 12. Derivative Financial Instruments to Consolidated Financial Statements. (l) Warranties and Guarantees—Expected warranty costs for 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 historical experience, warranty period, and various other considerations. Costs of product recalls, which may include the cost of the replacing the product 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 accrual when an obligation becomes probable and can be reasonably estimated. We periodically adjust these provisions to reflect actual experience and other facts and circumstances that impact the status of existing claims. Refer to Note 15. Commitments and Contingencies to Consolidated Financial Statements. (m) Leases—Included in our Consolidated Balance Sheets are certain operating leases which are reported as a component of other assets and other liabilities with the short-term portion of the lease liability reported as a component of accrued liabilities. The leased assets represent our right to use an underlying asset for the lease term and the lease liabilities 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. Each contract is reviewed at inception to determine if it contains a lease and whether the lease qualifies as an operating or financing lease. For short-term leases (leases with a term of 12 months or less), right-of-use assets or lease liabilities are not recognized in the Consolidated Balance Sheets. Operating leases are expensed on a straight-line basis over the term of the lease. In determining the lease term, we consider the probability of exercising renewal or early termination options. In addition to the monthly base rent, we are often charged separately for 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 liabilities. Right-of-use assets are reviewed for impairment 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. We perform an impairment test primarily utilizing the income method to estimate the fair value of right-of-use assets, which incorporates Level 3 inputs such as internal business plans, real estate market capitalization and rental rates, and discount rates. Refer to Note 10. Leases to Consolidated Financial Statements. (n) Revenue Recognition—We enter into contracts that pertain to products, which are accounted for as separate performance obligations and are typically one year or less in duration. 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 performance obligation. Revenue is measured as the amount of consideration expected to be received in exchange for our products. We recognize the majority of our revenue from performance obligations outlined in contracts with our customers that are satisfied at a point in time, generally when the product has shipped from our facility and control has transferred to the customer. For certain products, it is industry practice that customers take title to products upon delivery, at which time revenue is then recognized. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation based on the relative standalone selling price (“SSP”). Judgment is required to determine the SSP for each distinct performance obligation that is not sold separately. In instances where SSP is not directly observable, the primary method used to estimate the SSP is the expected cost plus an estimated-margin approach. For services, revenue is recognized ratably over the contract period in an amount that reflects the consideration expected to be received in exchange for those services as the customer receives such services on a consistent basis throughout the contract period. Allowances for cash discounts, volume rebates, and other customer incentive programs, as well as gross customer returns, among others, are recorded as a reduction of sales. Revenue is adjusted for variable consideration, which includes customer volume rebates and prompt payment discounts. We measure variable consideration by estimating expected outcomes using analysis and inputs based upon anticipated performance, historical data, and current and forecasted information. Customer returns are recorded as a reduction to sales on an actual basis throughout the year and also include an estimate at the end of each reporting period for 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 new business conditions that might impact the historical analysis such as new product introduction. Measurement of variable consideration is reviewed by management periodically and revenue is adjusted accordingly. We do not have significant financing components. Resideo Technologies, Inc. Notes to Consolidated Financial Statements 46 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 fees billed to customers are included in cost of goods sold. Refer to Note 5. Revenue Recognition to Consolidated Financial Statements. (o) Royalty—In connection with the Spin-Off, we entered into a 40-year Trademark License Agreement (the “Trademark 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. Commitments and Contingencies to Consolidated Financial Statements. (p) Reimbursement Agreement—In connection with the Spin-Off, we entered into a 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, hazardous exposure or toxic tort claims, in each case, including consequential damages (the liabilities) 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 defending and resolving such liabilities, less 90% of Honeywell’s net insurance receipts relating to such liabilities, and less 90% of the net proceeds received by Honeywell in connection with (i) affirmative claims relating to such liabilities, (ii) contributions by other parties relating to such liabilities, and (iii) certain property sales. The amount payable in respect of such liabilities 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 the liability is presented within Obligations payable under Indemnification Agreements in the Consolidated Balance Sheets. Refer to Note 15. Commitments and Contingencies to Consolidated Financial Statements. (q) Environmental—We accrue costs related to environmental matters when it is probable that we have incurred a liability related to a contaminated site and the amount can be reasonably estimated. Environmental costs for our owned, operating sites are presented within cost of goods sold in the Consolidated Statements of Operations. Refer to Note 15. Commitments and Contingencies. (r) Tax Indemnification Agreement—The Tax Matters Agreement provides that Resideo is required to indemnify Honeywell for any taxes (and reasonable expenses) resulting from the failure of the Spin-Off and related internal transactions to qualify for their intended tax treatment under U.S. federal, state and local income tax law, as well as foreign tax law, where such taxes result from (a) breaches of covenants and representations we make and agree to in connection with the Spin-Off, (b) the application of certain provisions of U.S. federal income tax law to 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 Tax Matters Agreement or other ancillary agreements) after the consummation of the Spin-Off that gives rise to these taxes. As of December 31, 2024 and 2023, we had an indemnity outstanding to Honeywell for past and potential future tax payments of $91 million and $97 million, respectively. Refer to Note 15. Commitments and Contingencies to Consolidated Financial Statements. (s) Research and Development—We conduct 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 fees, which are expensed as incurred. (t) Defined Contribution Plans—We sponsor various defined contribution plans with varying terms depending on the country of employment. For the years ended December 31, 2024, 2023 and 2022, we recognized compensation expense related to the defined contribution plans of $23 million, $22 million, and $22 million, respectively. (u) Stock-Based Compensation Plans—The principal awards issued under our stock-based compensation plans, which are described in Note 8. Stock-Based Compensation Plans, are restricted stock units (“RSUs”), performance stock units (“PSUs”) and stock option awards. 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 model and the Monte Carlo simulation model require estimates of future stock price volatility, expected term, risk-free interest rate, and forfeitures. For all stock-based compensation, the fair value of the award is recognized as expense over the requisite service period (generally the vesting period of the equity award) and is included in either selling, general and administrative expenses or Resideo Technologies, Inc. Notes to Consolidated Financial Statements 47 restructuring, impairment, and extinguishment costs in the Consolidated Statements of Operations depending on whether the expense relates to our restructuring programs. 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 vesting at the end of the service period. (v) Pension—We disaggregate the service cost component of net benefit costs and report those costs in the same line item or items in the Consolidated Statements of Operations as other compensation costs arising from 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 from operations. 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 assets or the plans’ projected benefit obligation (the “corridor”) annually in the fourth quarter of each year. This adjustment is reported in other expense, net in the Consolidated Statements of Operations. Refer to Note 7. Pension Plans to Consolidated Financial Statements. (w) Fair Value Accounting—We classify and disclose assets and liabilities that are carried at fair value in one of the following three categories: Level 1—quoted market prices in active markets for identical assets and liabilities Level 2—observable market-based inputs or unobservable inputs that are corroborated by market data Level 3—unobservable inputs that are not corroborated by market data Financial and non-financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. (x) Foreign Currency Translation and Remeasurement—Assets and liabilities of operations outside the U.S. with a functional 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 effect during the year. Foreign currency translation gains and losses are included as a component of accumulated other comprehensive income (loss). Foreign currency remeasurement and transaction gains and losses are included in other expense (income). (y) Advertising Costs—Advertising costs are expensed as incurred. For the years ended December 31, 2024, 2023 and 2022, total advertising costs totaled $41 million, $37 million, and $43 million, respectively, and are included in selling, general and administrative expense. (z) Income Taxes—Significant judgment is required in evaluating tax positions. We established additional reserves for income taxes when, despite the belief that tax positions are fully supportable, there remain certain positions that do not meet the minimum 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, the Company and our subsidiaries are examined by various federal, state, and foreign tax authorities. We regularly assess the potential outcomes of these examinations and any future examinations for the current or prior years in determining the adequacy of our provision for income taxes. We continually assess the likelihood and amount of potential adjustments and adjust the income tax provision, the current tax liability and deferred taxes in the period in which the facts that give rise to a change in estimate become known. Refer to Note 17. Income Taxes to Consolidated Financial Statements. (aa) Accounting Pronouncements—We consider the applicability and impact of all recent accounting standards updates (“ASU”) issued by the Financial Accounting Standards Board (“FASB”). ASUs not listed below were assessed and determined to be either not applicable or are expected to have an immaterial impact on our Consolidated Financial Statements. Adopted Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU requires entities to disclose, on an annual and interim basis, significant segment expenses that are regularly reviewed by the chief operating decision maker (“CODM”) and included within each reported measure of Resideo Technologies, Inc. Notes to Consolidated Financial Statements 48 segment profit or loss. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal periods beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements. The Company adopted annual requirements under ASU 2023-07 on January 1, 2024 which has been incorporated into Note 4. Segment Financial Data to Consolidated Financial Statements. Recent Accounting Pronouncements In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income - Expense Disaggregation Disclosure (Topic 220): Disaggregation of Income Statement Expenses. This ASU requires entities to disaggregate operating expenses into specific categories, such as purchases of inventory, employee compensation, depreciation, and amortization, to provide enhanced transparency into the nature and function of expenses. The guidance is effective for annual reporting years beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. We are currently assessing the impact of adoption on our Consolidated Financial Statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. The amendments may be applied prospectively or retrospectively, and early adoption is permitted. We are currently assessing the impact of the requirements on our Consolidated Financial Statements and related disclosures. Note 3. Acquisitions and Divestitures 2024 On June 14, 2024, we acquired 100% of the issued and outstanding equity of Snap One Holdings Corp. (“Snap One”), a leading provider of smart-living products, services, and software to professional integrators, for an aggregate purchase price of $1.4 billion. This acquisition aligns with our strategic objective to expand our distribution network, market presence, and product portfolio within the smart home and audio-visual sectors, enhancing our competitive positioning in the industry. The business is included within the ADI Global Distribution segment. The acquisition was accounted for using the acquisition method of accounting, and the fair value of the total purchase consideration transferred was $1,405 million, which included $17 million of non-cash share-based compensation award conversions. Resideo Technologies, Inc. Notes to Consolidated Financial Statements 49 The following table presents the preliminary purchase price allocation at fair values as of the date of acquisition. The valuation was completed, however, purchase price allocations may be subject to future adjustments for acquired working capital balances and income tax assets and liabilities within the one-year measurement period. (in millions) Assets acquired: Cash and cash equivalents $ 47 Accounts receivable 49 Inventories 240 Other current assets 27 Property, plant and equipment 63 Goodwill (1) 405 Intangible assets (2) 770 Other assets 69 Total assets acquired 1,670 Liabilities assumed: Accounts payable 48 Accrued liabilities 70 Other liabilities (3) 147 Total liabilities assumed 265 Net assets acquired $ 1,405 (1) Of the $405 million of goodwill from the acquisition, $90 million is expected to be tax deductible. Goodwill is comprised of expected synergies for the combined operations and the assembled workforce acquired in the acquisition. (2) Includes customer relationships of $590 million, technology of $110 million, and trademarks of $70 million with weighted average useful lives of 12, 7, and 10 years, respectively. (3) Includes $58 million of deferred tax liabilities. The Company expensed approximately $34 million of costs related to the acquisition of Snap One during the twelve months ended December 31, 2024. These costs are included in selling, general and administrative expenses in the accompanying Consolidated Statements of Operations and consisted primarily of advisory, insurance, and legal fees. The Company assumed $21 million of seller success fees which were paid upon the closing of the acquisition. Snap One’s contribution in the period post-acquisition for the year ended December 31, 2024 was $553 million of revenue and an immaterial impact to operating income. Unaudited Pro Forma Financial Information On a pro forma basis, assuming the acquisition occurred at the beginning of 2023, Resideo’s net revenue for years ended December 31, 2024 and 2023 would have been $7,222 million and $7,303 million, respectively. Snap One’s contribution to unaudited pro forma operating income is not materially different on a pro forma basis than the amounts reported for both periods. Acquisition-related costs of $34 million would have been reported in 2023 on a pro forma basis. The pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred on January 1, 2023, nor are they indicative of future results of operations. 2023 Genesis Cable—On October 16, 2023, we sold the Genesis Cable business in a cash transaction for $86 million, subject to working capital and other closing adjustments. We recognized a pre-tax gain of $18 million in other expenses, net in our Consolidated Statements of Operations, which includes $5 million of divestiture related costs. The divested business did Resideo Technologies, Inc. Notes to Consolidated Financial Statements 50 not represent a strategic shift that has a major effect on our operations and financial results, and, as such, it was not presented as discontinued operations. Sfty AS—On August 9, 2023, we acquired 100% of the outstanding equity of Sfty AS, a developer of cloud-based services providing alerts to multifamily homes and property managers with smoke, carbon monoxide, and water leak detection products. We report Sfty AS’s results within the Products and Solutions segment. We completed the accounting for the acquisition during the fourth quarter of 2023, which did not result in any material adjustments. BTX Technologies, Inc.— On January 23, 2023, we acquired 100% of the outstanding equity of BTX Technologies, Inc., a leading distributor of professional audio, video, data communications, and broadcast equipment. We report BTX Technologies, Inc.’s results within the ADI Global Distribution segment. We completed the accounting for the acquisition during the fourth quarter of 2023, which did not result in any material adjustments. 2022 Teknique Limited—On December 23, 2022, we acquired 100% of the outstanding equity of Teknique Limited, a developer and producer of edge-based, artificial intelligence-enabled video camera solutions. We report Teknique Limited’s results within the Products and Solutions segment. Purchase consideration included cash and a note payable with the former owner. We completed the accounting for the acquisition during the fourth quarter of 2023, which did not result in any material adjustments. Electronic Custom Distributors, Inc.—On July 5, 2022, we acquired 100% of the outstanding equity of Electronic Custom Distributors, Inc., a regional distributor of residential audio, video, automation, security, wire, and telecommunication products. We report Electronic Customer Distributors, Inc.’s results within the ADI Global Distribution segment. We completed the accounting for the acquisition during the first quarter of 2023, which did not result in any adjustments. First Alert, Inc.—On March 31, 2022, we acquired 100% of the outstanding equity of First Alert, Inc. (“First Alert”), a leading provider of home safety products, for consideration of $615 million. We report First Alert, Inc.’s results within the Products and Solutions segment. We completed the accounting for the acquisition during the first quarter of 2023, which did not result in any adjustments. Arrow Wire and Cable, Inc.—On February 14, 2022, we acquired 100% of the outstanding equity of Arrow Wire and Cable, Inc., a leading regional distributor of data communications, connectivity, and security products. The business is included within the ADI Global Distribution segment and is expected to strengthen our global distribution portfolio in the data communications category with an assortment of copper and fiber cabling and connectivity, connectors, racking solutions, and network equipment. We completed the accounting for the acquisition during the first quarter of 2023, which did not result in any adjustments. Pro forma results of operations for the acquisitions that occurred in 2022 and 2023 have not been presented as the impacts on our consolidated financial results were not material. Note 4. Segment Financial Data We monitor our operations through two reportable segments: Products and Solutions and ADI Global Distribution, with Corporate reported separately. We identified these segments because we have organized our business and reporting structure into Products and Solutions and ADI Global Distribution. Segment information is evaluated by our Chief Executive Officer who is also the Chief Operating Decision Maker (“CODM”). The CODM uses income from operations to evaluate the performance of the overall business, make investing decisions, and allocate resources predominantly in the annual budget and forecasting process and the monthly results review, which includes variance analysis against the forecast, the budget and the prior year. Disaggregated assets by segment are not used to allocate resources or to assess performance of the segments and therefore, segment assets have not been disclosed. Capital expenditures for each segment are reviewed by the CODM. The accounting policies used to derive segment results are substantially the same as those used in preparing the consolidated financial statements. Products and Solutions—Our products and solutions for comfort, energy management, safety, and security benefit from trusted, well-established branded offerings such as Honeywell Home, First Alert, Resideo, Braukmann, BRK, and others. Our offerings include temperature and humidity control, water and air solutions, smoke and carbon monoxide detection Resideo Technologies, Inc. Notes to Consolidated Financial Statements 51 home safety products, residential and small business security products, video cameras, other home-related lifestyle convenience solutions, cloud infrastructure, installation and maintenance tools, and related software. ADI Global Distribution—Our ADI Global Distribution segment is a leading wholesale distributor of low-voltage products including security, fire, and access control, and participates significantly in the broader related markets of smart home, residential audio-visual, professional audio-visual, power management, networking, data communications, wire and cable, enterprise connectivity, and structured wiring products. The Snap One business expands our reach in smart-living products, services, and software to professional installers and is included in the ADI Global Distribution segment from the acquisition date of June 14, 2024. Corporate—On January 1, 2024, certain corporate functions were decentralized into the operating segments aligning with the business strategy. Certain functional expenses related to information technology, finance, tax, business development, and research and development are now recorded within the Products and Solutions and ADI Global Distribution segments. For the twelve months ended December 31, 2023 and 2022, respectively, $49 million and $51 million of corporate expenses have been reclassified into the Products and Solutions segment while $32 million and $34 million of corporate expenses have been reclassified into the ADI Global Distribution segment, decreasing reported income from operations to conform to the current year presentation. Corporate expenses include costs related to the corporate functions such as the executive function, legal, accounting, tax, treasury, corporate development, human resources, investor relations, and information technology. Additionally, unallocated amounts for non-operating items such as Reimbursement Agreement expense, interest income (expense), other income (expense), and provision for income taxes are reported within Corporate. Segment results of operations for Products and Solutions, including significant segment expenses that are regularly reviewed by the CODM, are included in the table below. Years Ended December 31, (in millions) 2024 2023 2022 Net revenue $ 2,564 $ 2,672 $ 2,783 Cost of goods sold 1,514 1,640 1,707 Research and development expenses 94 108 110 Selling, general and administrative expenses 416 428 439 Intangible asset amortization 23 23 22 Restructuring and impairment costs 14 27 29 Segment income from operations $ 503 $ 446 $ 476 Segment results of operations for ADI Global Distribution, including significant segment expenses that are regularly reviewed by the CODM, are included in the table below. Years Ended December 31, (in millions) 2024 2023 2022 Net revenue $ 4,197 $ 3,570 $ 3,587 Cost of goods sold 3,346 2,902 2,891 Research and development expenses 17 — — Selling, general and administrative expenses 566 407 407 Intangible asset amortization 54 11 8 Restructuring and impairment costs 19 12 2 Segment income from operations $ 195 $ 238 $ 279 Resideo Technologies, Inc. Notes to Consolidated Financial Statements 52 The following table provides a reconciliation of segment income from operations to consolidated income before taxes. Years Ended December 31, 2024 2023 2022 (in millions) Segment income from operations Products and Solutions $ 503 $ 446 $ 476 ADI Global Distribution 195 238 279 Total segment income from operations 698 684 755 Unallocated amounts: Selling, general and administrative expenses 156 125 128 Restructuring, impairment and extinguishment costs 19 3 4 Other expenses, net 218 169 139 Interest expense, net 81 65 54 Other corporate items 3 9 12 Income before taxes $ 221 $ 313 $ 418 The following table provides detail on other significant segment items that are regularly reviewed by the CODM. Years Ended December 31, 2024 2023 2022 (in millions) Capital expenditures Products and Solutions $ 55 $ 77 $ 55 ADI Global Distribution 25 26 29 Total segment capital expenditures 80 103 84 Corporate activities — 2 1 Total capital expenditures $ 80 $ 105 $ 85 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. 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 performance obligation. We recognize the majority of our revenue from performance obligations outlined in contracts with our customers that are satisfied at a point in time. Approximately 2% of our revenue is satisfied over time. We have contract liabilities of $40 million as of December 31, 2024, which mainly relate to deferred revenues assumed through the acquisition of Snap One. As of December 31, 2023, contract liabilities were not material. Additionally, contract assets were not material as of December 31, 2024 and 2023. 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 we recognize revenue in proportion to the amount we have the right to invoice for services performed. Resideo Technologies, Inc. Notes to Consolidated Financial Statements 53 The following table presents revenue by business line and geographic location, as we believe this presentation best depicts how the nature, amount, timing, and uncertainty of net revenue and cash flows are affected by economic factors: Years Ended December 31, (in millions) 2024 2023 2022 Products and Solutions Safety and Security $ 885 $ 965 $ 913 Air 858 862 953 Energy 512 525 595 Water 309 320 322 Total Products and Solutions 2,564 2,672 2,783 ADI Global Distribution Americas (1) 3,680 3,085 3,087 International (2) 517 485 500 Total ADI Global Distribution 4,197 3,570 3,587 Total net revenue $ 6,761 $ 6,242 $ 6,370 (1) Americas represents North, Central, and South America. (2) International represents all geographies that are not included in Americas. Note 6. Restructuring The following table details restructuring expense by segment. Restructuring expenses are presented in restructuring, impairment and extinguishment costs within the Consolidated Statements of Operations. Years Ended December 31, (in millions) 2024 2023 2022 Products and Solutions $ 14 $ 24 $ 20 ADI Global Distribution 19 7 2 Corporate 8 3 4 Restructuring expenses 41 34 26 Impairment and extinguishment costs 11 8 9 Restructuring, impairment and extinguishment costs $ 52 $ 42 $ 35 We took restructuring actions, including capturing synergies from our recent Snap One acquisition, to align our cost structure based on our strategic objectives and our outlook of market conditions. The intent of these actions is to lower costs, increase margins, and position us for long-term growth. We expect to fully execute on our restructuring programs over the next 12 to 36 months, and we may incur future additional restructuring expenses associated with these plans or new plans. We are unable at this time to make a good faith determination of cost estimates, or ranges of cost estimates, associated with future phases of the programs or the total costs we may incur in connection with these programs. Resideo Technologies, Inc. Notes to Consolidated Financial Statements 54 The following table summarizes the status of our restructuring expenses included within accrued liabilities on the Consolidated Balance Sheets. Amounts associated with impairment and extinguishment costs are not included in the table below because those amounts are charged directly against the relevant assets and debt, respectively. December 31, (in millions) 2024 2023 2022 Beginning of year $ 30 $ 27 $ 9 Charges 41 34 26 Usage (1) (40) (31) (8) End of year $ 31 $ 30 $ 27 (1) Usage primarily relates to cash payments and shares issued associated with employee termination costs. Note 7. Pension Plans Pension benefits for some U.S. employees are provided through non-contributory, qualified, and non-qualified defined benefit plans, which are currently frozen. We also sponsor defined benefit pension plans for non-U.S. employees in Germany, Switzerland, Netherlands, Belgium, India, Austria, and France. The following table summarizes the balance sheet impact, including the benefit obligations, assets, and funded status associated with the pension plans: U.S. Plans Non-U.S. Plans (in millions) 2024 2023 2022 2024 2023 2022 Change in benefit obligation: Benefit obligation at beginning of year $ 234 $ 281 $ 348 $ 108 $ 96 $ 141 Service cost 2 3 7 4 4 5 Interest cost 12 13 11 3 3 2 Actuarial losses (gains) (1) (16) 23 (66) (5) 8 (45) Net benefits paid (2) (3) (18) — 4 — Settlements and curtailments (2) (21) (83) (1) (4) (13) — Foreign currency translation and other — — — (8) 6 (7) Benefit obligation at end of year 209 234 281 98 108 96 Change in plan assets: Fair value of plan assets at beginning of year 197 262 342 26 27 32 Actual return on plan assets 7 20 (62) 1 1 (6) Employer contributions — — 1 2 2 3 Net benefits paid (2) (3) (18) — 4 — Settlements and curtailments (2) (21) (83) (1) (4) (11) — Foreign currency translation and other — 1 — (1) 3 (2) Fair value of plan assets at end of year 181 197 262 24 26 27 Funded status of plans (3) $ (28) $ (37) $ (19) $ (74) $ (82) $ (69) (1) Primarily driven by actuarial assumptions. (2) Settlement accounting was triggered during the year resulting in a remeasurement of our U.S. qualified defined benefit pension plan. (3) The amounts recognized in accrued liabilities on the Consolidated Balance Sheets were $2 million at December 31, 2024 and 2023. The amounts recognized in other liabilities on the Consolidated Balance Sheets were $100 million and $117 million at December 31, 2024 and 2023, respectively. Resideo Technologies, Inc. Notes to Consolidated Financial Statements 55 Actuarial losses and prior service costs recognized in accumulated other comprehensive loss associated with pension plans at December 31, 2024 and 2023 are immaterial, and therefore, any amortization into net periodic pension cost over the next fiscal year are also immaterial. The components of net periodic benefit (income) cost, excluding service costs, are included in Other expenses, net in the Consolidated Statements of Operations for the years ended December 31, 2024, 2023, and 2022 and are as follows: U.S. Plans Non-U.S. Plans (in millions) 2024 2023 2022 2024 2023 2022 Net periodic benefit cost (income) Service cost $ 2 $ 3 $ 7 $ 4 $ 4 $ 5 Interest cost 12 13 11 3 3 2 Expected return on plan assets (10) (11) (17) (1) (1) (1) Other (1) — 7 (1) — (2) (33) Net periodic benefit cost (income) $ 4 $ 12 $ — $ 6 $ 4 $ (27) (1) Other includes immaterial impacts from amortization of prior service credit, amortization of actuarial gains and loss, and settlements. The following table outlines the impacts of the pensions on other comprehensive (income) loss: U.S. Plans Non-U.S. Plans (in millions) 2024 2023 2022 2024 2023 2022 Other changes in plan assets and benefits obligations recognized in other comprehensive (income) loss Actuarial losses (gains) $ (13) $ 14 $ (66) $ (6) $ 9 $ (45) Excess return on plan assets — — 79 — — 6 Actuarial (losses) gains recognized during the year (1) (8) — — — 33 Other — 1 — — (1) 2 Total recognized in other comprehensive (income) loss (14) 7 13 (6) 8 (4) Total recognized in net periodic benefit cost (income) and other comprehensive (income) loss $ (10) $ 19 $ 13 $ — $ 12 $ (31) Resideo Technologies, Inc. Notes to Consolidated Financial Statements 56 Significant actuarial assumptions used in determining the benefit obligations and net periodic benefit cost (income) for benefit plans are presented in the following table as weighted averages. U.S. Plans Non-U.S. Plans 2024 2023 2022 2024 2023 2022 Actuarial assumptions used to determine benefit obligations as of December 31: Discount rate 5.0 % 5.2 % 3.1 % 3.0 % 3.4 % 1.2 % Interest crediting rate 6.0 % 6.0 % 6.0 % 2.3 % 2.5 % 1.5 % Expected annual rate of compensation increase 3.5 % 3.5 % 3.2 % 2.7 % 2.6 % 2.4 % Actuarial assumptions used to determine net periodic benefit cost (income) for the year ended December 31: Discount rate - benefit obligation 5.7 % 5.0 % 5.2 % 3.0 % 3.0 % 3.4 % Interest crediting rate 6.0 % 6.0 % 6.0 % 0.4 % 2.2 % 2.5 % Expected rate of return on plan assets 5.5 % 5.3 % 5.3 % 1.1 % 3.4 % 1.3 % Expected annual rate of compensation increase 3.5 % 3.5 % 3.5 % 2.5 % 2.7 % 2.6 % The U.S. pension plan discount rate reflects the rate at which the associated liabilities could be settled at December 31 and was determined from a modeling process that involves matching the expected cash outflows of its benefit plans to a yield curve constructed from a portfolio of high-quality, fixed income debt instruments. We use the single weighted-average yield of this hypothetical portfolio as a discount rate benchmark. The expected rate of return on U.S. plan assets of 5.5% is a long-term rate based on historical plan asset returns over varying long-term periods combined with current market conditions and broad asset mix considerations. We review the expected rate of return on an annual basis and revise it as appropriate. For non-U.S. benefit plans, actuarial assumptions reflect economic and market factors relevant to each country. The following amounts relate to pension plans with accumulated benefit obligations exceeding the fair value of plan assets at December 31, 2024 and 2023. U.S. Plans Non-U.S. Plans (in millions) 2024 2023 2024 2023 Projected benefit obligation $ 209 $ 234 $ 97 $ 106 Accumulated benefit obligation $ 207 $ 230 $ 89 $ 96 Fair value of plan assets $ 181 $ 197 $ 23 $ 25 The amounts related to pension plans with projected benefit obligations exceeding the fair value of the plan assets at December 31, 2024 and 2023 are not materially different from the table above. We utilized a third-party investment management firm to serve as our Outsourced Chief Investment Officer; however, we have appointed an internal investment committee that monitors adherence to the investment guidelines the firm will follow. We employ an investment approach whereby a mix of equities and fixed income investments are used to maximize the long-term return of plan assets for a prudent level of risk. Risk tolerance is established through careful consideration of plan liabilities and plan funded status. The investment portfolio contains a diversified blend of equity and fixed income investments. Furthermore, equity investments are diversified across U.S. and non-U.S. stocks, as well as growth, value, and small and large capitalizations. Other assets such as real estate and hedge funds may be used to improve portfolio diversification. The non-U.S. investment policies are different for each country as local regulations, funding requirements, and financial and tax considerations are part of the funding and investment allocation process in each country. Resideo Technologies, Inc. Notes to Consolidated Financial Statements 57 A majority of the U.S. pension plan assets as of December 31, 2024 do not have published pricing and are valued using Net Asset Value (“NAV”). As a practical expedient, assets valued using NAV have not been classified in the fair value hierarchy. NAV and fair value by asset category are as follows for December 31, 2024 and 2023: U.S. Plans NAV (in millions) 2024 2023 Cash and cash equivalents $ 2 $ 3 Equity 58 64 Government bonds 10 14 Corporate bonds 50 58 Real estate / property 22 24 Other 39 34 Total assets at fair value $ 181 $ 197 The fair values of the non-U.S. pension plan assets by asset category are as follows for December 31, 2024 and 2023: Non-U.S. Plans 2024 2023 (in millions) Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Equity $ 7 $ 7 $ — $ — $ 7 $ 7 $ — $ — Government bonds 5 — 5 — 6 — 6 — Insurance contracts 6 — — 6 7 — — 7 Other 6 — — 6 6 — — 6 Total assets at fair value $ 24 $ 7 $ 5 $ 12 $ 26 $ 7 $ 6 $ 13 Refer to Note 13. Fair Value to Consolidated Financial Statements. The following table summarizes changes in the fair value of Level 3 assets for Non-U.S. plans: (in millions) Non-U.S. Plans Balance at January 1, 2022 $ 30 Return on plan assets (3) Purchases, sales and settlements, net — Other (2) Balance at December 31, 2022 25 Return on plan assets 1 Purchases, sales and settlements, net (14) Other 1 Balance at December 31, 2023 13 Return on plan assets 1 Purchases, sales and settlements, net 2 Other (4) Balance at December 31, 2024 $ 12 Government bonds and corporate bonds held as of December 31, 2024 and 2023 are valued either by using pricing models, 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 liquidity risks. Real estate, insurance contracts, and other investments as of December 31, 2024 and 2023 and are classified as Level 3 as there are neither quoted prices nor other observable inputs for pricing. Insurance contracts are issued by insurance companies and are Resideo Technologies, Inc. Notes to Consolidated Financial Statements 58 valued at cash surrender value, which approximates the contract fair value. Other investments consist of a collective pension foundation that is valued and allocated by the plan administrator. We utilize the services of retirement and investment consultants to actively manage the assets of our pension plans. We have established 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. Our general funding policy for qualified defined benefit pension plans is to contribute amounts at least sufficient to satisfy regulatory funding standards. In 2024, we were not required nor did we make any material contributions to the U.S. pension plans and do not expect to make any material contributions in 2025. Benefit payments are expected to be approximately $18 million per year through 2029 and $82 million in aggregate from 2030 to 2034 for our U.S. pension plans and $3 million per year through 2028, $6 million in 2029, and $23 million in aggregate from 2030 to 2034 for our non-U.S. pension plans. Note 8. Stock-Based Compensation Plans The Stock Incentive Plan, which consists of the Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates and the 2018 Stock Incentive Plan for Non-Employee Directors of Resideo Technologies, Inc., provides for the grant of stock options, stock appreciation rights, restricted stock units, restricted stock, and other stock-based awards. During 2024, the Stock Incentive Plan was amended to increase the number of shares of our common stock available for issuance by 3.5 million shares and an additional 4.8 million shares associated with the Snap One acquisition resulting in an aggregate of 27.8 million shares available for issuance. At December 31, 2024, 9.2 million shares of our common stock are available to be granted under the Stock Incentive Plan. Our stock-based compensation expense, net of tax was $64 million, $43 million, and $48 million for the years ended December 31, 2024, 2023, and 2022. Restricted Stock Unit and Performance Stock Unit Activity 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 for each unit upon vesting. RSUs typically become fully vested over a three-year period following the grant date; however, RSU awards granted to our non-employee directors have a one-year service period. We measure stock-based compensation expense based on the estimated fair value of the award at the grant date. PSUs are issued to certain key employees. These awards entitle the holder to receive a specified number of our common stock, dependent on our financial metrics or market conditions, for each unit upon vesting. PSUs typically become vested at the end of a three-year period and are payable in our common stock. PSUs granted in 2023 and 2024 were issued with the shares awarded per unit being based on the difference in performance between the total stockholders’ return of our common stock against that of the S&P SmallCap 600 Index. PSUs granted prior to 2023 were issued with the shares awarded per unit being based on the difference in performance between the total stockholders’ return of our common stock against that of the S&P 400 Industrials Index. The fair values estimated from the Monte Carlo simulation for PSUs issued during the years ended December 31, 2024, 2023 and 2022 were calculated using the following assumptions: Years Ended December 31, 2024 2023 2022 Expected volatility 45.94% - 47.58% 63.37 % 59.01 % Risk-free interest rate % 3.89% - 4.28% 4.24 % 1.58 % Expected term (in years) 2.39 - 2.90 2.88 2.89 Dividend yield (1) —% — % — % (1) We have never declared or paid any cash dividends on our common stock and we currently do not intend to pay cash dividends on our common stock. Resideo Technologies, Inc. Notes to Consolidated Financial Statements 59 The following table summarizes activity related to the Stock Incentive Plan for employees and non-employee directors: PSUs (1) RSUs (in thousands except for per share amounts) Number of Performance Stock Units Weighted Average Grant Date Fair Value Per Share Number of Restricted Stock Units Weighted Average Grant Date Fair Value Per Share Non-vested as of January 1, 2024 1,594 $ 35.80 3,856 $ 20.16 Granted 586 27.94 4,585 19.59 Vested — — (2,278) 20.43 Forfeited (500) 41.63 (414) 19.44 Non-vested as of December 31, 2024 1,680 $ 31.33 5,749 $ 19.65 (1) Final shares issued for PSUs is based on the difference between the total stockholders’ return of our common stock and the S&P SmallCap 600 Index. All PSUs are included at their target amounts. Weighted average grant date fair value per share of awards granted during the years ended December 31, 2023 and 2022 was $29.89 and $36.11, respectively for PSUs and $18.79 and $22.69, respectively for RSUs. As of December 31, 2024, unrecognized compensation cost related to unvested awards granted to employees and non- employee directors under the Stock Incentive Plan is as follows: (in millions) Unrecognized Compensation Cost Weighted-Average Period RSUs $ 68 1 year, 11 months PSUs 18 1 year, 2 months Total unrecognized compensation cost $ 86 The fair value of shares vested follows: Years Ended December 31, (in millions) 2024 2023 2022 RSUs $ 47 $ 29 $ 36 PSUs — 14 4 Total $ 47 $ 43 $ 40 Stock Option Activity Stock option awards entitle the holder to purchase shares of our common stock at a specific price when the options vest. Stock options typically 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 twelve months ended December 31, 2024, 2023, or 2022. Resideo Technologies, Inc. Notes to Consolidated Financial Statements 60 The following table summarizes stock option activity related to the Stock Incentive Plan: Stock Options Number of Stock Options (in thousands) Weighted Average Exercise Price Weighted Average Contractual Life Aggregate Intrinsic Value (1) (in millions) Stock Options outstanding as of January 1, 2024 1,221 $ 14.52 3.2 years $ 8 Expired (18) 22.69 Exercised (197) 14.71 Stock Options outstanding and exercisable as of December 31, 2024 1,006 $ 14.34 2.3 years $ 9 (1) Represents the total intrinsic value (the difference between the fair market value of our common stock as of January 1, 2024 and December 31, 2024, respectively, and the exercise price, multiplied by the number of in-the-money service-based common stock options) that would have been received by the option holders had all option holders exercised their options on January 1, 2024 and December 31, 2024, respectively. This amount is subject to change based on changes to the fair market value of our common stock. For the year ended December 31, 2024, there was no unrecognized compensation cost related to stock options granted under the Stock Incentive Plan as all stock options were vested. Cash received from stock options exercised during the years ended December 31, 2024, 2023, and 2022 was not material. Note 9. Goodwill and Other Intangible Assets, net Our goodwill balance and changes in carrying value by segment follows: (in millions) Products and Solutions ADI Global Distribution Total Balance at January 1, 2023 $ 2,072 $ 652 $ 2,724 Acquisitions 7 3 10 Adjustments (5) — (5) Divestitures (46) — (46) Impact of foreign currency translation 17 5 22 Balance as of December 31, 2023 2,045 660 2,705 Acquisitions (1) — 405 405 Impact of foreign currency translation (30) (8) (38) Balance as of December 31, 2024 $ 2,015 $ 1,057 $ 3,072 (1) Refer to Note 3. Acquisitions and Divestitures for additional information. The following table summarizes the net carrying amount of intangible assets: December 31, (in millions) 2024 2023 Intangible assets subject to amortization $ 996 $ 281 Indefinite-lived intangible assets 180 180 Total intangible assets $ 1,176 $ 461 Resideo Technologies, Inc. Notes to Consolidated Financial Statements 61 Intangible assets subject to amortization consisted of the following: December 31, 2024 (in millions) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Useful Lives Weighted Average Amortization Patents and technology $ 170 $ (41) $ 129 5 - 10 years 8 years Customer relationships 901 (177) 724 7 - 15 years 13 years Trademarks 78 (12) 66 5 - 10 years 10 years Software 222 (145) 77 2 - 12 years 5 years Total intangible assets $ 1,371 $ (375) $ 996 December 31, 2023 (in millions) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Useful Lives Weighted Average Amortization Patents and technology $ 64 $ (26) $ 38 7 - 10 years 8 years Customer relationships 319 (138) 181 7 - 15 years 13 years Trademarks 9 (8) 1 5 - 10 years 9 years Software 193 (132) 61 2 - 7 years 5 years Total intangible assets $ 585 $ (304) $ 281 Intangible assets are amortized on a straight-line basis or a basis consistent with the expected future cash flows over their expected useful lives. Intangible assets amortization expense was $80 million, $38 million, and $35 million during the years ended December 31, 2024, 2023 and 2022, respectively. The estimated aggregate amortization on these intangible assets for each of the next five years as of December 31, 2024, follows: (in millions) Amortization Expense 2025 $ 122 2026 $ 118 2027 $ 107 2028 $ 104 2029 $ 94 Note 10. Leases We are party to operating leases for the majority of our manufacturing sites, offices, engineering and lab sites, stocking locations, warehouses, automobiles, and certain equipment. Certain real estate leases include variable rental payments which adjust periodically based on inflation. Other variable amounts paid under operating leases, such as taxes and common area 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. Resideo Technologies, Inc. Notes to Consolidated Financial Statements 62 Operating lease expense was as follows: Years Ended December 31, (in millions) 2024 2023 2022 Operating lease cost: Selling, general and administrative expenses $ 69 $ 57 $ 50 Cost of goods sold 16 20 19 Total operating lease costs $ 85 $ 77 $ 69 Total operating lease costs include variable lease costs of $17 million, $22 million, and $19 million for the years ended December 31, 2024, 2023, and 2022, respectively. The following table summarizes the carrying amounts of our operating leased assets and liabilities along with key inputs used to discount our lease liabilities: December 31, (in millions, except weighted-average data) Financial Statement Line Item 2024 2023 Operating lease assets Other assets $ 248 $ 192 Operating lease liabilities - current Accrued liabilities $ 51 $ 39 Operating lease liabilities - non-current Other liabilities $ 212 $ 166 Weighted-average remaining term 5.95 years 6.32 years Weighted-average incremental borrowing rate 6.08 % 6.12 % The following table summarizes our future minimum lease payments under our non-cancelable leases as of December 31, 2024: (in millions) Commitments 2025 $ 62 2026 56 2027 49 2028 40 2029 27 Thereafter 66 Total lease payments 300 Less: Imputed interest 37 Present value of operating lease liabilities $ 263 Supplemental cash flow information related to operating leases follows: Years Ended December 31, (in millions) 2024 2023 2022 Cash paid for operating lease liabilities $ 41 $ 36 $ 33 Non-cash activities: operating lease assets obtained in exchange for new operating lease liabilities (1) $ 116 $ 39 $ 97 (1) The year ended December 31, 2024 includes $61 million of operating lease assets acquired from the Snap One acquisition. The year ended December 31, 2022, includes $25 million of operating lease assets acquired from the First Alert acquisition. As of December 31, 2024, 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 the years ended December 31, 2024, 2023, and 2022 was not material. Resideo Technologies, Inc. Notes to Consolidated Financial Statements 63 Note 11. Long-Term Debt Long-term debt is comprised of the following: December 31, (in millions) 2024 2023 4.000% Senior Notes due 2029 $ 300 $ 300 6.500% Senior Notes due 2032 600 — Variable rate A&R Term B Facility 1,115 1,119 Gross debt 2,015 1,419 Less: current portion of long-term debt (6) (12) Less: unamortized deferred financing costs (26) (11) Total long-term debt $ 1,983 $ 1,396 Aggregate required principal payments on long-term debt outstanding at December 31, 2024, follows: (in millions) Payments 2025 $ 6 2026 6 2027 6 2028 524 2029 306 Thereafter 1,167 Total $ 2,015 A&R Senior Credit Facilities The A&R Credit Agreement provides for an initial seven-year senior secured Term B loan facility in an aggregate principal amount of $950 million with a maturity date of February 2028. In March 2022, we amended the A&R Credit Agreement adding $200 million in additional term loans. In June 2023, we amended the A&R Credit Agreement to replace the interest rate reference rate of LIBOR with the secured overnight financing rate. Included in the A&R Term B Facility is a five-year senior secured revolving credit facility in an aggregate capacity of $500 million (the A&R Revolving Credit Facility and, together with the A&R Term B Facility, the “A&R Senior Credit Facilities”). In May 2024, the A&R Term B Facility was amended to (i) reduce the interest rate margin from 2.25% to 2.00%, (ii) eliminate the SOFR credit spread adjustment, and (iii) reduce the SOFR floor from 0.50% to 0%. In June 2024, we further amended the A&R Credit Agreement to add $600 million of term loans with a maturity date of May 2031 to partially finance our acquisition of Snap One. We also extended the term of our A&R Revolving Credit Facility for a new five-year term. In July 2024, we issued $600 million in aggregate principal of 6.500% Senior Notes due 2032 (“Senior Notes due 2032”). The Senior Notes due 2032 mature on July 15, 2032 and are senior unsecured obligations guaranteed by the Company’s existing and future domestic subsidiaries. The issue price of the Senior Notes due 2032 was equal to 100% of the principal amount. The net proceeds from the Senior Notes due 2032 were used to repay $596 million principal amount of outstanding indebtedness under the Company’s A&R Term B Facility. In December 2024, the A&R Term B Facility was further amended to reduce the interest rate margin from 2.00% to 1.75%. We are obligated to make quarterly principal payments throughout the term of the A&R Term B Facility according to the amortization provisions in the A&R Credit Agreement. In addition to paying interest on outstanding borrowings under the A&R Revolving Credit Facility, we are required to pay a quarterly commitment fee based on the unused portion of the Resideo Technologies, Inc. Notes to Consolidated Financial Statements 64 A&R Revolving Credit Facility. Borrowings under the A&R Credit Agreement can generally be prepaid at our option without premium or penalty; however, as part of the December 2024 repricing, we would be required to pay a 1% premium if we voluntarily prepay the term loans within the first six months following the repricing. Up to $75 million may be utilized under the A&R Revolving Credit Facility for the issuance of letters of credit to us or any of our subsidiaries. The A&R Credit Agreement contains certain financial maintenance covenants and affirmative and negative covenants customary for financings of this type. All obligations under the A&R Senior Credit Facilities are unconditionally guaranteed jointly and severally by us and substantially 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 first priority basis by the equity interests of each direct subsidiary of ours, as well as the tangible and intangible personal property and material real property of ours and each of the Guarantors. At December 31, 2024 and 2023, the weighted average interest rate for the A&R Term B Facility, excluding the effect of the interest rate swaps, was 6.13% and 7.72%, respectively and there were no borrowings and no letters of credit issued under the A&R Revolving Credit Facility. We entered into certain interest rate swap agreements in March 2021, which were amended in June 2023, to transition from a hedge of LIBOR-based cash flows to a hedge of SOFR-based cash flows. These interest rate swap agreements effectively convert a portion of our variable-rate debt to fixed rate debt. Additionally, we assumed an interest rate cap in connection with the Snap One acquisition, which caps the interest on a portion of our variable rate debt and acts as a cash flow hedge of our variable rate debt. Refer to Note 12.Derivative Financial Instruments to Consolidated Financial Statements. Senior Notes In August 2021, we issued $300 million in principal amount of 4.00% Senior Notes due 2029 (“Senior Notes due 2029”). As noted above, in July 2024, we issued $600 million in aggregate principal of Senior Notes due 2032. We may, at our option, redeem the Senior Notes due 2032 in whole (at any time) or in part (from time to time), at varying prices based on the timing of the redemption. The Senior Notes are senior unsecured obligations of Resideo guaranteed by Resideo’s existing and future domestic subsidiaries and rank equally with all of Resideo’s senior unsecured debt and senior to all of Resideo’s subordinated debt. The Senior Notes limit us and our restricted subsidiaries’ ability to, among other things, incur additional secured indebtedness; enter into certain sale and leaseback transactions; incur liens; and consolidate, merge or sell all or substantially all of our assets. These covenants are subject to a number of limitations and exceptions. Additionally, upon certain events constituting a change of control together with a ratings downgrade, the holders of the Senior Notes have the right to require us to offer to repurchase the Senior Notes at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, to (but not including) the date of purchase. Note 12. Derivative Financial Instruments In March 2021, we entered into eight interest rate swap agreements (“Swap Agreements”) with several financial institutions for a combined notional value of $560 million. The Swap Agreements were entered into to reduce the consolidated interest rate risk associated with variable rate long-term debt and designated as cash flow hedges. During 2023, we modified two of the Swap Agreements, each with a notional value of $70 million, by blending the asset positions of the original interest rate swap agreements into new interest rate swap agreements and extending the term of our hedged positions to February 2027. The new pay-fixed interest rate swap agreements qualify as hybrid instruments in accordance with Accounting Standards Codification 815, Derivatives and Hedging, consisting of financing components and embedded at-market derivatives that were designated as cash flow hedges. The amounts remaining in accumulated other comprehensive loss for the modified interest rate swap agreements were amortized as a reduction to interest expense over the effective period of the original interest rate swap agreements, or May 2024. The financing components are accounted for at amortized cost over the life of the swap while the embedded at-market derivatives are accounted for at fair value. We also amended the Swap Agreements to transition from a hedge of LIBOR-based cash flows to a hedge of SOFR- based cash flows with a minimum rate of 0.39% per annum to a base fixed weighted average rate of 1.13% over the remaining terms. We designated the Swap Agreements as cash flow hedges of the variability in expected cash outflows for interest payments. Resideo Technologies, Inc. Notes to Consolidated Financial Statements 65 In connection with our acquisition of Snap One, we assumed an interest rate cap which has a current notional value of $344 million and a strike rate of 4.79%, which effectively caps SOFR on the notional amount at that rate (the “Interest Rate Cap”). We are required to pay a premium of $7 million at the maturity date of December 31, 2025. The Interest Rate Cap qualifies as a hybrid instrument consisting of a financing component and an embedded at-market derivative that was designated as a cash flow hedge on our A&R Term B Facility as of the Snap One acquisition date. The Swap Agreements and Interest Rate Cap (referred to collectively as “interest rate derivatives”) are adjusted to fair value on a quarterly basis. The following tables summarizes the fair value and presentation of derivative instruments in the Consolidated Balance Sheets as well as the changes in fair value recorded in accumulated other comprehensive loss: Fair Value of Derivative Assets Years Ended December 31, (in millions) Financial Statement Line Item 2024 2023 Derivatives designated as hedging instruments: Interest rate derivatives Other current assets $ 10 $ 20 Interest rate derivatives Other assets 3 10 Total derivative assets designated as hedging instruments $ 13 $ 30 Fair Value of Derivative Liabilities Years Ended December 31, (in millions) Financial Statement Line Item 2024 2023 Derivatives designated as hedging instruments: Interest rate derivatives Accrued liabilities $ 6 $ — Total derivative liabilities designated as hedging instruments $ 6 $ — Unrealized gain Accumulated other comprehensive loss $ 8 $ 25 The following table summarizes the effect of derivative instruments designated as cash flow hedges in other comprehensive income (loss) and the Consolidated Statements of Operations: Years Ended December 31, (in millions) Financial Statement Line Item 2024 2023 Gains recorded in accumulated other comprehensive loss, beginning of year $ 25 $ 42 Current period gain (loss) recognized in/reclassified from other comprehensive income Other comprehensive income (loss) (16) 25 Gains reclassified from accumulated other comprehensive loss to net income Interest expense, net (1) (42) Gains recorded in accumulated other comprehensive loss, end of year $ 8 $ 25 Unrealized gains expected to be reclassified from accumulated other comprehensive loss in the next 12 months are estimated to be $7 million as of December 31, 2024. Note 13. Fair Value The estimated fair value of our financial instruments held, and when applicable, issued to finance our operations, is summarized below. Certain estimates and judgments are required to develop the fair value amounts. The fair value amounts shown below are not necessarily indicative of the amounts that we would realize upon disposition nor do they indicate our Resideo Technologies, Inc. Notes to Consolidated Financial Statements 66 intent or ability to dispose of the financial instrument. There were no material changes in the methodologies used in our valuation practices as of December 31, 2024 and 2023. The fair values of long-term debt instruments were determined using quoted market prices in inactive markets or discounted cash flows based upon current observable market interest rates and therefore were classified as Level 2 measurements in the fair value hierarchy. The following table provides a summary of the carrying amount and fair value of outstanding debt: December 31, 2024 December 31, 2023 (in millions) Carrying Value Fair Value Carrying Value Fair Value Debt 4.000% Senior Notes due 2029 $ 300 $ 272 $ 300 $ 266 6.500% Senior Notes due 2032 600 602 — — Variable rate A&R Term B Facility 1,115 1,119 1,119 1,122 Total debt $ 2,015 $ 1,993 $ 1,419 $ 1,388 As of December 31, 2024 and 2023, there were no borrowings and no letters of credit issued under the A&R Revolving Credit Facility. Refer to Note 11. Long-Term Debt to Consolidated Financial Statements. Foreign Currency Risk Management—We conduct business on a multinational basis in a wide variety of foreign currencies. We are exposed to market risks from changes in currency exchange rates. These exposures may impact future earnings and/or operating cash flows. The exposure to market risk for changes in foreign currency exchange rates arises from international trade transactions, foreign currency denominated monetary assets and liabilities, and international financing activities between subsidiaries. We rely on natural offsets to address these market risk exposures. As of December 31, 2024 and 2023, we had no forward or option hedging contracts. Interest Rate Risk—We have exposure to movements in interest rates associated with cash and borrowings. We may enter into various interest rate protection agreements in order to limit the impact of movements in interest rates. The following table provides a summary of the carrying amount and fair value of our interest rate derivatives: December 31, 2024 December 31, 2023 (in millions) Carrying Value Significant other observable inputs (Level 2) Carrying Value Significant other observable inputs (Level 2) Assets: Interest rate derivatives $ 13 $ 13 $ 30 $ 30 Liabilities: Interest rate derivatives 6 6 — — Total, net $ 7 $ 7 $ 30 $ 30 There are no Level 1 or Level 3 assets or liabilities for the periods presented above. The fair values of derivative financial instruments have been determined based on market value equivalents at the balance sheet date, taking into account the current interest rate environment and therefore were classified as Level 2 measurements in the fair value hierarchy. Refer to Note 12. Derivative Financial Instruments to Consolidated Financial Statements. The carrying amounts of cash and cash equivalents, accounts receivable, other current assets, accounts payable, and accrued liabilities approximate fair value because of their short-term maturity. Resideo Technologies, Inc. Notes to Consolidated Financial Statements 67 Note 14. Accrued Liabilities Accrued liabilities consist of the following: December 31, (in millions) 2024 2023 Obligations payable under Indemnification Agreements $ 140 $ 140 Compensation, benefit and other employee-related 131 110 Customer rebate reserve 112 104 Current operating lease liability 51 39 Taxes payable 35 34 Restructuring 31 30 Deferred revenue 29 4 Product warranties 27 24 Freight payable 26 25 Other (1) 135 110 Total accrued liabilities $ 717 $ 620 (1) Other includes accruals for advertising, legal and professional reserves, royalties, interest, and other miscellaneous items. Note 15. Commitments and Contingencies Environmental Matters We are subject to various federal, state, local, and foreign government requirements relating to the protection of the environment and accrue costs related to environmental matters when it is probable that we have incurred a liability related to a contaminated site and the amount can be reasonably estimated. We believe that, as a general matter, our policies, practices, and procedures are properly designed to prevent unreasonable risk of environmental damage and personal injury and that our handling, manufacture, use and disposal of hazardous substances are in accordance with environmental and safety laws and regulations. We have 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. Environment-related expenses for sites owned and operated by us are presented within cost of goods sold for operating sites. For the years ended December 31, 2024, 2023, and 2022, environmental expenses related to these operating sites were not material. Liabilities for environmental costs were $22 million for the years ended December 31, 2024 and 2023. Obligations Payable Under Indemnification Agreements The Reimbursement Agreement and the Tax Matters Agreement (collectively, the “Indemnification Agreements”) are further described below. Reimbursement Agreement In connection with the Spin-Off, we entered into a 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-liability payments (the “Reimbursement Agreement”), which include amounts billed (payments), less 90% of Honeywell’s net insurance receipts relating to such liabilities, and less 90% of the net proceeds received by Honeywell in connection with (i) affirmative claims relating to such liabilities, (ii) contributions by other parties relating to such liabilities and (iii) certain property sales (the recoveries). The Reimbursement Agreement extends until the earlier of (1) December 31, 2043; or (2) December 31 of the third consecutive anniversary where the annual reimbursement obligation (including accrued amounts) has been less than $25 million. While the amount payable by us in respect of such liabilities arising in any given year is subject to a cap of $140 million under the Reimbursement Agreement, the estimated liability for resolution of pending and Resideo Technologies, Inc. Notes to Consolidated Financial Statements 68 future environmental-related liabilities recorded on our balance sheets are calculated as if we were responsible for 100% of the environmental-liability payments associated with certain sites. Payments in respect of the liabilities arising in a given year will be made quarterly throughout such year on the basis of an estimate of the liabilities 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 actually received. Payment amounts under the Reimbursement Agreement will be deferred to the extent that a specified event of default has occurred and is continuing under certain indebtedness, including under the A&R Credit Agreement, or the payment thereof causes us not to be compliant with certain financial covenants in certain indebtedness, including the A&R Credit Agreement on a pro forma 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 minimum interest coverage ratio. On February 12, 2021, the covenants in Exhibit G of the Reimbursement Agreement were amended and restated in their entirety to substantially conform to the affirmative and negative covenants contained in the A&R Credit Agreement. Tax Matters Agreement In connection with the Spin-Off, we entered into the Tax Matters Agreement with Honeywell, pursuant to which we are responsible and will indemnify Honeywell for certain taxes, including certain income taxes, sales taxes, VAT, and payroll taxes, relating to the business for all periods, including periods prior to the consummation of the Spin-Off. In addition, the Tax Matters Agreement addresses the allocation of liability for taxes that are incurred as a result of restructuring activities undertaken to effectuate the Spin-Off. We are required to indemnify Honeywell for any taxes resulting from the failure of the Spin-Off and related internal transactions to qualify for their intended tax treatment under U.S. federal, state and local income tax law, as well as foreign tax law, where such taxes result from 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. The following table summarizes information concerning the Reimbursement and Tax Matter Agreements’ liabilities: (in millions) Reimbursement Agreement Tax Matters Agreement Total Beginning balance, January 1, 2023 $ 614 $ 106 $ 720 Accruals for liabilities deemed probable and reasonably estimable 178 (9) 169 Payments to Honeywell (140) — (140) Balance as of January 1, 2024 652 97 749 Accruals for liabilities deemed probable and reasonably estimable 211 (2) 209 Payments to Honeywell (140) (4) $ (144) Balance as of December 31, 2024 $ 723 $ 91 $ 814 The liabilities related to the Reimbursement and Tax Matter Agreements are included in the following balance sheet accounts: Years Ended December 31, (in millions) 2024 2023 Accrued liabilities $ 140 $ 140 Obligations payable under Indemnification Agreements 674 609 Total indemnification liabilities $ 814 $ 749 For the years ended December 31, 2024, 2023, and 2022, net expenses related to the Reimbursement Agreement were $211 million, $178 million and $157 million respectively, and are recorded in other expense, net. Resideo Technologies, Inc. Notes to Consolidated Financial Statements 69 We do not currently possess sufficient information to reasonably estimate the amounts of indemnification liabilities 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 liability payments can be determined although they could be material to our consolidated results of operations and operating cash flows in the periods recognized or paid. Independent of our payments under the Reimbursement Agreement, we will have ongoing liability for certain environmental claims, which are part of our ongoing business. Trademark Agreement We entered into a 40-year Trademark Agreement with Honeywell that authorizes our use of the Honeywell Home trademark in the operation of our business for the advertising, 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, 2024, 2023, and 2022, royalty fees were $18 million, $18 million, and $23 million, respectively. Other Matters We are subject to lawsuits, investigations and disputes arising out of the conduct of our business, including matters relating to commercial transactions, government contracts, product liability, acquisitions and divestitures, employee matters, intellectual property, and environmental, health, and safety matters. We recognize a liability for any contingency that is probable of occurrence and reasonably estimable. 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 applicable, other experts. No such matters are material to our financial statements. Warranties and Guarantees In the normal course of business, we issue product warranties and product performance guarantees. We accrue for the estimated cost of product warranties and product performance guarantees based on contract terms and historical experience at the time of sale. Adjustments 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 accrued and other liabilities. The following table summarizes information concerning recorded obligations for product warranties and product performance guarantees: December 31, (in millions) 2024 2023 2022 Beginning balance $ 34 $ 48 $ 23 Accruals for warranties/guarantees issued during the year 31 24 44 Settlement/adjustment of warranty/guarantee claims (30) (38) (19) Ending balance $ 35 $ 34 $ 48 Purchase Commitments Our unconditional purchase obligations include purchase commitments with suppliers and other obligations entered into during the normal course of business regarding the purchase of goods and services. For the years ended December 31, 2024, 2023, and 2022, purchases related to these obligations were $276 million, $91 million, and $41 million, respectively. Resideo Technologies, Inc. Notes to Consolidated Financial Statements 70 The following table summarizes the future aggregate payments on these obligations as of December 31, 2024. (in millions) Payments 2025 $ 177 2026 145 2027 22 2028 7 2029 and thereafter 7 Total $ 358 Note 16. Other expense, net Other expenses, net consists of the following: Years Ended December 31, (in millions) 2024 2023 2022 Reimbursement Agreement expense $ 211 $ 178 $ 157 Pension interest cost and expected return 4 9 (39) Other, net 3 (18) 21 Total other expenses, net $ 218 $ 169 $ 139 The Reimbursement Agreement is further described in Note 15. Commitments and Contingencies to the Consolidated Financial Statements. Note 17. Income Taxes Income tax expense is based on pretax financial accounting income. Deferred income taxes are recognized for the temporary differences between the recorded amounts of assets and liabilities for financial reporting purposes and such amounts for income tax purposes. The following is a summary of the components of income before provision for income taxes: Years Ended December 31, (in millions) 2024 2023 2022 U.S. $ (65) $ 76 $ 124 Non-U.S. 286 237 294 Total $ 221 $ 313 $ 418 Resideo Technologies, Inc. Notes to Consolidated Financial Statements 71 The components of the provision for income taxes consisted of the following: Years Ended December 31, (in millions) 2024 2023 2022 Current: U.S. $ 76 $ 80 $ 95 Non-U.S. 60 51 43 Total current 136 131 138 Deferred: U.S. (23) (6) (13) Non-U.S. (8) (22) 10 Total deferred (31) (28) (3) Total provision $ 105 $ 103 $ 135 The reconciliation of income tax computed at the U.S. federal statutory tax rate to the effective income tax rate is as follows: Years Ended December 31, 2024 2023 2022 U.S. federal statutory income tax rate 21.0 % 21.0 % 21.0 % Impact of foreign operations (0.9) (0.9) (1.6) U.S. state income taxes 4.9 4.4 3.0 Non-deductible indemnification costs 18.1 10.9 7.7 Executive compensation over $1 million 2.4 1.6 1.0 U.S. taxation of foreign earnings 3.1 2.8 1.0 Tax credits (2.3) (0.8) (0.5) Change in tax basis in foreign assets (1) (0.9) (6.5) — All other items, net 1.8 0.2 0.7 Effective income tax rate 47.2 % 32.7 % 32.3 % (1) The 2024 impact represents subsequent adjustment to tax basis, net of valuation allowance, based on refinement of the step-up calculation. The 2023 impact represents the initial recognition of a step-up in the tax basis of intangible assets recorded under Switzerland tax reform, net of valuation allowance. Resideo Technologies, Inc. Notes to Consolidated Financial Statements 72 Deferred income taxes reflect the net impact of temporary differences between the amounts of assets and liabilities recognized for financial reporting purposes and such amounts recognized for income tax purposes. The tax effects of the temporary differences as of December 31, 2024 and 2023 are as follows: Years Ended December 31, (in millions) 2024 2023 Deferred tax assets: Pension $ 17 $ 21 Intangibles (1) 27 28 Other asset basis differences 44 51 Operating lease liabilities 60 44 Employee compensation and benefits 30 23 Inventory costing and related reserves 15 11 Customer rebates 8 3 Capitalized research and development 56 13 Other accruals and reserves 27 16 Net operating losses, capital losses, and tax credits 94 55 Other 10 11 Gross deferred tax assets 388 276 Valuation allowance (86) (75) Total deferred tax assets $ 302 $ 201 Deferred tax liabilities: Intangibles $ (191) $ (42) Property, plant and equipment (9) (16) Operating lease assets (56) (41) Other (10) (6) Total deferred tax liabilities $ (266) $ (105) Net deferred tax asset $ 36 $ 96 (1) A valuation allowance brings the net deferred tax effect of the allowed step-up of intangible assets recorded under Switzerland tax reform to the amount more likely than not to be realized. Valuation allowance In assessing the need for a valuation allowance, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. We evaluate our ability to realize the tax benefits associated with deferred tax assets by analyzing the relative impact of all the available positive and negative evidence regarding our forecasted taxable income using both historical and projected future operating results, the reversal of existing taxable temporary differences, taxable income in prior carry-back years (if permitted), and the availability of tax planning strategies. The ultimate realization of deferred tax assets is dependent upon the generation of certain types of future taxable income during the periods in which those temporary differences become deductible. In making this assessment, we consider the scheduled reversal of deferred tax liabilities, our ability to carry back the deferred tax asset, projected future taxable income, and tax planning strategies. A valuation allowance is recorded in each jurisdiction when it is more likely than not that the deferred income tax asset will not be realized. Changes in deferred tax asset valuation allowances typically impact income tax expense. We maintain a valuation allowance of $86 million against a portion of deferred tax assets. Valuation allowances principally relate to foreign net operating loss carryforwards. As of December 31, 2024, we have deferred tax assets relating to foreign net operating loss carryforwards of $53 million. These tax losses can be carried forward to offset the income tax liabilities Resideo Technologies, Inc. Notes to Consolidated Financial Statements 73 on future income in these countries. Cumulative tax losses of $48 million can be carried forward indefinitely, while the remaining $5 million of tax losses must be used during tax years 2024 to 2044. The rollforward of the valuation allowance on deferred taxes is as follows for the periods indicated: Years Ended December 31, (in millions) 2024 2023 2022 Beginning balance $ 75 $ 63 $ 63 Additions / (Subtractions) 11 12 — Ending balance $ 86 $ 75 $ 63 As of December 31, 2024, our total undistributed earnings of foreign affiliates were $1.8 billion, of which $1.4 billion was not considered indefinitely reinvested. While these earnings would not be subject to incremental U.S. tax, if we were to actually distribute these earnings, they could be subject to additional foreign income taxes and/or withholding taxes payable in foreign jurisdictions. Thus, we provide for foreign income taxes payable upon future distributions of the earnings not considered indefinitely reinvested annually. For the year ended December 31, 2024, the tax charge related to earnings that are not considered indefinitely reinvested is not material. Determination of the unrecognized deferred foreign income tax liability related to these undistributed earnings is not practicable due to the complexities associated with this hypothetical calculation. Uncertain tax positions The table below sets forth the changes to our gross unrecognized tax benefit as a result of uncertain tax positions, excluding interest and penalties for the years ended December 31, 2024, 2023, and 2022. We do not anticipate that the total unrecognized tax benefits will change significantly within the next twelve months. Years Ended December 31, (in millions) 2024 2023 2022 Unrecognized tax benefits at beginning of year $ 22 $ 22 $ 16 Decreases related to positions taken on items from prior years — (1) — Increases related to positions taken in the current year 8 5 6 Decreases due to expiration of statutes of limitations (6) (4) — Unrecognized tax benefits at end of year $ 24 $ 22 $ 22 Included in the balance of unrecognized tax benefits as of December 31, 2024 and December 31, 2023, are potential benefits of $24 million and $22 million, respectively, that if recognized would affect the effective tax rate. We report accrued interest and penalties related to unrecognized tax benefits in income tax expense. For the year ended December 31, 2024, we recognized no net expense for interest and penalties for unrecognized tax benefits and had net accumulated accrued interest and penalties of $2 million as of December 31, 2024. For the year ended December 31, 2023, we recognized a net expense for interest and penalties of $1 million relating to unrecognized tax benefits and had net accumulated accrued interest and penalties of $3 million as of December 31, 2023. Open tax periods We file income tax returns in the U.S. federal 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 before 2021. With limited exception, state, local, and foreign income tax returns for taxable years before 2020 are no longer subject to examination. Resideo Technologies, Inc. Notes to Consolidated Financial Statements 74 Note 18. Earnings Per Share The reconciliation of the numerator and denominator used for the computation of basic and diluted earnings per common share follows: Years Ended December 31, (in millions, except per share data) 2024 2023 2022 Numerator for basic and diluted earnings per common share: Net income $ 116 $ 210 $ 283 Less: preferred stock dividends 19 — — Less: undistributed income allocated to preferred stockholders 6 — — Net income available to common stockholders $ 91 $ 210 $ 283 Denominator for basic and diluted earnings per common share: Basic 146 147 146 Plus: dilutive effect of common stock equivalents 3 1 3 Weighted average diluted number of common shares outstanding 149 148 149 Earnings per common share: Basic $ 0.62 $ 1.43 $ 1.94 Diluted $ 0.61 $ 1.42 $ 1.90 Diluted earnings per common share is computed based upon the weighted average number of shares of common stock outstanding for the year plus the dilutive effect of common stock equivalents using the treasury stock method and the average market price of our common stock for the period. The following potentially dilutive instruments, presented as a weighted average of the instruments outstanding, were excluded from the calculation of diluted net income per common share because their effect would have been antidilutive, and in the case of certain PSUs, the contingency has not been satisfied. Years Ended December 31, (in millions) 2024 2023 2022 RSUs and other rights 0.7 1.5 0.1 PSUs 0.7 1.2 0.6 Preferred stock 0.3 — — Resideo Technologies, Inc. Notes to Consolidated Financial Statements 75 Note 19. Geographic Areas - Financial Data Revenue and long-lived assets by geography are as follows: Net Revenue (1) Long-Lived Assets (2) Years Ended December 31, December 31, (in millions) 2024 2023 2022 2024 2023 2022 U.S. $ 5,232 $ 4,720 $ 4,795 $ 412 $ 332 $ 347 Europe 1,046 1,065 1,111 138 143 131 Other International 483 457 464 108 107 79 Total $ 6,761 $ 6,242 $ 6,370 $ 658 $ 582 $ 557 (1) Net revenue between geographic areas approximates market and is not significant. Net revenue is classified according to their country of origin. Included in U.S. net revenue are export sales of $57 million, $41 million, and $38 million for the years ended December 31, 2024, 2023, and 2022, respectively. (2) Long-lived assets are comprised of property, plant and equipment, net and right-of-use lease assets. Note 20. Stockholders’ Equity Share Repurchase Program 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 Repurchase Program, we may repurchase common stock from time-to-time through various methods, including in open 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 Rule 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. 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, available liquidity, compliance with our debt and other agreements, applicable legal requirements, the nature of other investment opportunities available to us, and other considerations. During the twelve months ended December 31, 2024, we repurchased 0.1 million shares of common stock in the open market at a total cost of $1 million. During the twelve months ended December 31, 2023, we repurchased 2.6 million of common stock in the open market at a total cost of $41 million. Common stock repurchases are recorded at cost and presented as a reduction to stockholders’ equity. As of December 31, 2024, the Company had approximately $108 million of authorized repurchases remaining under the Share Repurchase Program. Preferred Stock On June 14, 2024, in connection with our acquisition of Snap One, we issued 500,000 shares of Series A Cumulative Convertible Participating Preferred Stock (“Preferred Stock”) to an entity affiliated with the investment firm Clayton, Dubilier & Rice LLC (“CD&R”) for an aggregate purchase price of $500 million pursuant to an investment agreement dated April 15, 2024. In connection with the issuance of the Preferred Stock, we incurred direct and incremental expenses of $18 million which reduce the Preferred Stock carrying value. The Preferred Stock is convertible perpetual participating preferred stock of the Company, with an initial conversion price equal to $26.92, and accrues dividends at a rate of 7% per annum, payable in cash or in kind. The Preferred Stock votes on an as-converted basis together with common stockholders. The Preferred Stock had an aggregate liquidation preference of $500 million as of December 31, 2024. Preferred Stock dividends accumulated during the twelve months ended December 31, 2024 were $19 million. The Company paid $12 million of dividends to preferred stockholders in cash during twelve months ended December 31, 2024, and Preferred Stock dividends payable totaling $7 million were included in accrued liabilities as of December 31, 2024. Resideo Technologies, Inc. Notes to Consolidated Financial Statements 76 The Preferred Stock can be converted into our common stock at the holder’s option at any time. We can also force conversion of all (but not less than all) of the outstanding shares of Preferred Stock if at any time our common stock trading price exceeds 200% of the then-effective conversion price for at least 20 out of 30 trailing trading days. Following the third anniversary of the closing date, we have the option to redeem the Preferred Stock for an aggregate redemption price equal to two times the sum of the Accumulated Amount (as defined in the Certificate of Designations) plus any interim accrued and unpaid dividends (calculated at 1X instead of 2X) on such share of Preferred Stock in effect at the time of redemption. In the event of a change of control, we will have the option to purchase all (but not less than all) of the outstanding shares of Preferred Stock at a price per share equal to 150% of the sum of the Accumulated Amount plus any interim accrued and unpaid dividends (calculated at 100% instead of 150%) on such share of Preferred Stock in effect at the time of such purchase. Resideo Technologies, Inc. Notes to Consolidated Financial Statements 77 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 financial reporting of Resideo Technologies, Inc. (the “Company”) as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 20, 2025, expressed an unqualified opinion on those financial statements. As described in Management’s Annual Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Snap One, which was acquired on June 14, 2024, and whose financial statements constitute 8.2% and 19.0% of total assets and revenues, respectively, of the consolidated financial statement amounts as of and for the year ended December 31, 2024. Accordingly, our audit did not include the internal control over financial reporting at Snap One. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm 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. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness 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 reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial 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 reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP Minneapolis, Minnesota February 20, 2025 78 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 "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, cash flows, and stockholders’ equity, for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. 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, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 20, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm 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. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial 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 reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial 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 financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Honeywell Reimbursement Agreement — Refer to Note 16. Commitments and Contingencies to the financial statements Critical Audit Matter Description Pursuant to the Honeywell Reimbursement Agreement (the “Reimbursement Agreement”), 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 for certain Honeywell environmental liability payments, less 90% of Honeywell’s net insurance receipts, plus certain other recoveries relating to such liabilities, 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 liabilities of specified Honeywell sites which are recorded when a remediation liability is determined to be probable, and the related costs can be reasonably estimated. The determination of the amount of future costs associated with environmental remediation requires judgments and estimates by management. Furthermore, information the Company uses to evaluate the estimates is obtained from Honeywell under the terms of the Reimbursement Agreement. 79 Given the subjectivity in estimating the remediation costs for environmental matters and judgments made by management related to those estimates, performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions requires a high degree of auditor judgment. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures 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: • We tested the effectiveness of controls related to remediation costs for environmental matters, including management’s controls over the recording of and changes to the liability for the Company’s obligations under the Reimbursement Agreement. • We read the Reimbursement Agreement and evaluated the Company’s compliance with it to the extent it has the potential to affect the Company’s related liability. • We performed searches of third-party sources to identify potential liabilities related to the specified sites that may not have been included in the estimates. • We tested the completeness and accuracy of the recognition of the Company’s liability for obligations under the Reimbursement Agreement through the following procedures: ◦ For a selection of incremental charges to the Honeywell Environmental liability (increases), obtained supporting documentation related to the valuation of the liability from management, including, but not limited to, regulatory records of decision, feasibility studies, and third-party engineering estimates. ◦ For a selection of payments related to the Honeywell Environmental liability (decreases), obtained supporting documentation related to the original invoice and proof of payment. ◦ Made inquiries of internal and external legal counsel regarding environmental matters. ◦ Performed searches of public domain sources to identify new remediation sites attributable to the Company or any additional remediation activities required by federal, state, or international authorities that may not have been included in the estimates. Acquisitions – Snap One – Customer Relationship Intangible Asset - Refer to Note 2 and Note 3 to the Financial Statements Critical Audit Matter Description The Company completed the acquisition of Snap One Holdings Corp. (“Snap One”) for $1.4 billion on June 14, 2024. The Company accounted for the acquisition under the acquisition method of accounting for business combinations. Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values, including a customer relationship intangible asset of $590 million. Management estimated the fair value of the customer relationship asset using the multi-period excess earnings method, which is a specific discounted cash flow method. The fair value determination of the intangible asset required management to make significant estimates and assumptions related to the attrition rate, the determination of future cash flows including revenue growth rate, cost of sales, and total operating expenses and the selection of the discount rate. We identified the fair value determination of customer relationship intangible asset of Snap One as a critical audit matter because of the significant estimates and assumptions management made to determine the fair value of this asset. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of this asset. Specific assumptions that required a high degree of judgment included the attrition rate, the determination of future cash flows including revenue growth rate, cost of sales, and total operating expenses and the selection of the discount rate. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the determination of the attrition rate, revenue growth rate, cost of sales, and total operating expenses and the selection of discount rate included the following, among others: • We tested the effectiveness of controls over the valuation of the customer relationship, including management’s controls over the attrition rate and the determination of future cash flows including revenue growth rate, cost of sales, and operating expenses and the selection of the discount rate. • With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodologies, attrition rate and discount rate by; ◦ Testing the source information underlying the determination of the attrition rate and discount rate and testing the mathematical accuracy of the calculations. 80 ▪ Obtaining an understanding of the methodology used in determining the fair value of customer relationship and determining whether the methodology is acceptable in accordance with applicable accounting and valuation standards. ▪ Developing a range of independent estimates and comparing those to the discount rate selected by management. ◦ We tested management’s forecast of revenue growth rate, cost of sales, and total operating expenses, relating to the valuation of the customer relationship intangible asset, by; ▪ Obtaining an understanding of management’s estimate analysis. ▪ Evaluating whether the significant assumptions are consistent with the following, when applicable: relevant industry, regulatory, and other external factors, including economic conditions; the Company's objectives, strategies, and related business risks; historical or recent experience, taking into account changes in conditions and events affecting the Company; ▪ Evaluate whether the data is relevant and reliable for internally derived and/or external data, including whether the data is accurate and complete when internally derived. ◦ We evaluated whether the estimated future cash flows were consistent with evidence obtained in other areas of the audit. ◦ Tested the mathematical accuracy of the computations and application of the valuation model in calculating the fair value of the customer relationship intangible assets. /s/ Deloitte & Touche LLP Minneapolis, Minnesota February 20, 2025 We have served as the Company's auditor since 2018. 81 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None. Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures We maintain a system of disclosure controls and procedures designed to give reasonable assurance that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to management 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 absolute assurance that all control issues and instances of fraud have been or will be detected. Our Chief Executive Officer and Chief Financial Officer, with the assistance of other members of our management, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined 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 Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective at a reasonable assurance level as of the end of the period covered by this Annual Report on Form 10-K. Management’s Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Management assessed the effectiveness of internal control over financial reporting as of December 31, 2024. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework (2013). Based on this assessment, management determined that we maintained effective internal control over financial reporting as of December 31, 2024. Management excluded Snap One, which was acquired on June 14, 2024, from its assessment of internal control over financial reporting as of December 31, 2024. The exclusion is consistent with guidance issued by the SEC that an assessment of a recently acquired business may be omitted from the scope of management’s report on internal control over financial reporting for the year of acquisition. The total assets and revenue of Snap One represented 8.2% and 19.0% of our consolidated total assets and revenues, respectively, as of and for the year ended December 31, 2024. The effectiveness of the internal control over financial reporting as of December 31, 2024 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is included in Item 8. Financial Statements and Supplementary Data of this Form 10-K. Changes in Internal Control Over Financial Reporting On June 14, 2024, we acquired 100% of the issued and outstanding equity of Snap One. We are currently integrating Snap One into our internal controls over financial reporting. Except for the inclusion of Snap One, there was no change in our internal control over financial reporting that occurred during the three months ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. RESIDEO TECHNOLOGIES, INC. 82 Item 9B. Other Information On November 27, 2024, Nina Richardson, a member of our Board of Directors, adopted a Rule 10b5-1 trading agreement, pursuant to which she may sell up to 5,579 shares of the Company’s common stock. The trading agreement is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The duration of the trading agreement is from February 26, 2025 to December 31, 2025. On December 3, 2024, Robert Aarnes, our President, ADI, adopted a Rule 10b5-1 trading agreement, pursuant to which he may sell up to 47,000 shares of the Company’s common stock. The trading agreements is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The duration of the trading agreement is from March 4, 2025 to December 31, 2025. During the three months ended December 31, 2024, no other director or officer of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. RESIDEO TECHNOLOGIES, INC. 83 PART III. Item 10. Directors, Executive Officers and Corporate Governance The information required by this item will be included in our Proxy Statement to be filed pursuant to Regulation 14A within 120 days after our year ended December 31, 2024 in connection with our 2025 Annual Meeting of Stockholders, or the 2025 Proxy Statement, and is incorporated herein by reference. Item 11. Executive Compensation The information required by this item will be included in the 2025 Proxy Statement, which will be filed pursuant to Regulation 14A within 120 days after our year ended December 31, 2024 and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item will be included in the 2025 Proxy Statement, which will be filed pursuant to Regulation 14A within 120 days after our year ended December 31, 2024 and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item will be included in the 2025 Proxy Statement, which will be filed pursuant to Regulation 14A within 120 days after our year ended December 31, 2024 and is incorporated herein by reference. Item 14. Principal Accountant Fees and Services Information relating to fees paid to and services performed by Deloitte & Touche LLP and our Audit Committee’s pre- approval policies and procedures with respect to non-audit services are contained in the 2025 Proxy Statement, which will be filed pursuant to Regulation 14A within 120 days after our year ended December 31, 2024, and such information is incorporated herein by reference. RESIDEO TECHNOLOGIES, INC. 84 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 & Touche LLP, Independent Registered Public Accounting Firm (PCAOB ID No. 34), appear 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 information is given in the Consolidated Financial Statements or accompanying thereto. (a)(3)Exhibits The Exhibits listed below on the Exhibit Index are filed or incorporated by reference as part of this Form 10-K. RESIDEO TECHNOLOGIES, INC. 85 EXHIBIT INDEX Exhibit Number Exhibit Description 2.1 Indemnification and Reimbursement Agreement, dated October 14, 2018, between New HAPI Inc. and Honeywell International Inc. (incorporated by reference to Exhibit 2.1 to Resideo’s Form 10-K filed on February 25, 2021, File No. 001-38635) 2.2 Separation and Distribution Agreement, dated October 19, 2018, between Honeywell International Inc. and Resideo Technologies, Inc.* (incorporated by reference to Exhibit 2.1 to Resideo’s Form 8-K filed on October 19, 2018, File No. 001-38635) 2.3 Transition Services Agreement, dated October 19, 2018, between Honeywell International Inc. and Ademco Inc., a subsidiary of Resideo Technologies, Inc.* (incorporated by reference to Exhibit 2.2 to Resideo’s Form 8-K filed on October 19, 2018, File No. 001-38635) 2.4 Tax Matters Agreement, dated October 19, 2018, between Honeywell International Inc. and Resideo Technologies, Inc.* (incorporated by reference to Exhibit 2.3 to Resideo’s Form 8-K filed on October 19, 2018, File No. 001-38635) 2.5 Employee Matters Agreement, dated October 19, 2018, between Honeywell International Inc. and Resideo Technologies, Inc.* (incorporated by reference to Exhibit 2.4 to Resideo’s Form 8-K filed on October 19, 2018, File No. 001-38635) 2.6 Patent Cross-License Agreement, dated October 19, 2018, between Honeywell International Inc. and Resideo Technologies, Inc.* (incorporated by reference to Exhibit 2.5 to Resideo’s Form 8-K filed on October 19, 2018, File No. 001-38635) 2.7 Trademark License Agreement, dated October 19, 2018, between Honeywell International Inc. and Resideo Technologies, Inc.* (incorporated by reference to Exhibit 2.6 to Resideo’s Form 8-K filed on October 19, 2018, File No. 001-38635) 2.8 First Amendment to Indemnification and Reimbursement Agreement, dated as of April 21, 2020, between Resideo Intermediate Holding Inc. and Honeywell International Inc. (incorporated by reference to Exhibit 2.1 to Resideo’s Form 8-K filed on April 23, 2020, File No. 001-38635) 2.9 First Amendment to Trademark License Agreement, dated as of April 21, 2020, between Resideo Technologies, Inc. and Honeywell International Inc. (incorporated by reference to Exhibit 2.7 to Resideo’s Form 8-K filed on April 23, 2020, File No. 001-38635) 2.10 Second Amendment to Indemnification and Reimbursement Agreement, dated as of July 28, 2020, between Resideo Intermediate Holding Inc. and Honeywell International Inc. (incorporated by reference to Exhibit 2.1 to Resideo’s Form 8-K filed on July 31, 2020, File No. 001-38635) 2.11 Second Amendment to Trademark License Agreement, dated as of September 23, 2020, between Resideo Technologies, Inc. and Honeywell International Inc. (incorporated by reference to Exhibit 2.11 to Resideo’s Form 10-K filed on February 25, 2021, File No. 001-38635) 2.12 Third Amendment to Indemnification and Reimbursement Agreement, dated as of November 16, 2020, between Resideo Intermediate Holding Inc. and Honeywell International Inc.* (incorporated by reference to Exhibit 2.1 to Resideo’s Form 8-K filed on November 20, 2020, File No. 001-38635) 2.13 Fourth Amendment to Indemnification and Reimbursement Agreement, dated as of February 12, 2021, between Resideo Intermediate Holding Inc. and Honeywell International Inc. (incorporated by reference to Exhibit 2.1 to Resideo’s Form 8-K filed February 17, 2021, File No. 001-38635). RESIDEO TECHNOLOGIES, INC. 86 2.14 Third Amendment to Trademark License Agreement, dated as of May 12, 2021, between Resideo 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) 2.15 Equity Purchase Agreement, dated as of February 6, 2022, by and between Resideo Technologies, Inc. and Newell Brands Inc. * (incorporated by reference to Exhibit 2.1 to Resideo’s Form 8-K filed on February 7, 2022, File No. 001-38635) 2.16 Agreement and Plan of Merger, dated as of April 14, 2024, by and among Resideo Technologies, Inc., Pop Acquisition Inc., and Snap One Holdings Corp.* (incorporated by reference to Exhibit 2.1 to Resideo’s Form 8-K filed on April 15, 2024, File No. 001-38635) 2.17 Amended and Restated Fifth Amendment to Indemnification and Reimbursement Agreement, dated as of June 14, 2024, by and among Honeywell International Inc. and Resideo Intermediate Holding Inc. (incorporated by reference to Exhibit 10.4 to Resideo’s Form 8-K filed on June 18, 2024, File No. 001-38635) 3.1 Amended and Restated Certificate of Incorporation of Resideo Technologies, Inc. (incorporated by reference to Exhibit 3.1 to Resideo’s Form 8-K filed on October 29, 2018, File No. 001-38635) 3.2 Amended and Restated By-laws of Resideo Technologies, Inc. (incorporated by reference to Exhibit 3.2 to Resideo’s Form 8-K filed on February 6, 2023, File No. 001-38635) 3.3 Certificate of Designations, Preferences and Rights of Series A Cumulative Convertible Participating Preferred Stock of Resideo Technologies, Inc. (incorporated by reference to Exhibit 4.2 to the Form S-8 filed with the Securities and Exchange Commission on June 14, 2024, File No. 333-280220) 4.1 Description of Securities of Registrant (filed herewith) 4.2 Indenture, dated as of October 19, 2018, among Resideo Funding Inc., Resideo Technologies, Inc., the other guarantors named therein, and Deutsche Bank Trust Company Americas, as trustee. (incorporated by reference to Exhibit 4.1 to Resideo’s Form 8-K filed on October 19, 2018, File No. 001-38635) 4.3 Indenture, dated as of August 26, 2021, among Resideo Funding, Inc., as issuer, Resideo Technologies, Inc., the other guarantors named therein, and U.S. Bank National Association, as trustee. (incorporated by reference to Exhibit 4.1 to Resideo’s Form 8-K filed on August 27, 2021, File No. 001-38635) 4.4 First Supplemental Indenture, dated April 1, 2022, to the Senior Notes Indenture, dated August 26, 2021, relating to the Issuer’s 4.000% 2029 Notes (incorporated by reference to Exhibit 4.1 to Resideo’s Form 8-K filed on April 4, 2022, File No. 001-38635) 4.5 Second Supplemental Indenture, dated May 19, 2022, to the Senior Notes Indenture, dated August 26, 2021, relating to the Issuer's 4.000% 2029 Notes (incorporated by reference to Exhibit 4.2 to Resideo’s Form 10-Q filed on August 4, 2022, File No. 001-38635) 4.6 Third Supplemental Indenture, dated September 26, 2022, to the Senior Notes Indenture, dated August 26, 2021, relating to the Issuer's 4.000% 2029 Notes (incorporated by reference to Exhibit 4.1 to Resideo’s Form 10-Q filed on November 1, 2022, File No. 001-38635) 4.7 Fourth Supplemental Indenture, dated April 11, 2023, to the Senior Notes Indenture, dated August 26, 2021, relating to the Issuer's 4.000% 2029 Notes (incorporated by reference to Exhibit 4.1 to Resideo’s Form 10-Q filed May 3, 2023, File No. 001-38635) RESIDEO TECHNOLOGIES, INC. 87 4.8 Fifth Supplemental Indenture dated July 17, 2024 to the Senior Notes Indenture, dated August 26, 2021, relating to the Issuer’s 4.000% 2029 Notes (incorporated by reference to Exhibit 4.2 to Resideo's Form 10-Q filed on August 9, 2024, File No. 001-38635) 4.9 Sixth Supplemental Indenture dated December 20, 2024, to the Senior Notes Indenture, dated August 26, 2021, relating to the Issuer's 4.000% 2029 Notes (filed herewith) 4.10 Indenture, dated as of July 17, 2024, among Resideo Funding Inc., as issuer, Resideo Technologies, Inc., the other guarantors named therein, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Resideo’s Form 8-K filed on July 17, 2024, File No. 001-38635) 4.11 First Supplemental Indenture, dated December 20, 2024, to the Senior Notes Indenture, dated July 17, 2024, relating to the Issuer's 6.500% 2032 Senior Notes (filed herewith) 10.01 Form of Internal Hire Offer Letter ‡ (incorporated by reference to Exhibit 10.03 to Resideo’s Form 10-K filed on August 23, 2018, File No. 001-38635) 10.02 Resideo Technologies Supplemental Savings Plan ‡ (incorporated by reference to Exhibit 10.05 to Resideo’s Form 10-K filed on March 18, 2019, File No. 001-38635) 10.03 Resideo Technologies, Inc. Severance Plan For Designated Officers as amended on November 15, 2018 ‡ (incorporated by reference to Exhibit 10.07 to Resideo’s Form 10-K filed on March 18, 2019, File No. 001-38635) 10.04 Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates (incorporated by reference to Exhibit 10.1 to the Form S-8 filed with the Securities and Exchange Commission on June 14, 2024, File No. 333-280220) 10.05 2018 Stock Plan for Non-Employee Directors of Resideo Technologies, Inc. ‡ (incorporated by reference to Exhibit 4.4 to Resideo’s Form S-8 filed on December 6, 2018, File No. 333-228687) 10.06 2018 Stock Plan for Non-Employee Directors of Resideo Technologies, Inc. Form of Stock Option Award Agreement. ‡ (incorporated by reference to Exhibit 4.10 to Resideo’s Form S-8 filed on December 6, 2018, File No. 333-228687) 10.07 2018 Stock Plan for Non-Employee Directors of Resideo Technologies, 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, File No. 333-228687) 10.08 Resideo Technologies UK Sharebuilder Plan. ‡ (incorporated by reference to Exhibit 4.12 to Resideo’s Form S-8 filed on December 6, 2018, File No. 333-228687) 10.09 Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates Form of Stock Option Award Agreement. ‡ (incorporated by reference to Exhibit 10.20 to Resideo’s Form 10-K filed on March 18, 2019, File No. 001-38635) 10.10 Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates Form of Restricted Stock Unit Agreement amended as of July 28, 2022. ‡ (incorporated by reference to Exhibit 10.1 to Resideo’s Form 10-Q filed on November 1, 2022, File No. 001-38635) 10.11 Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates Form of Performance Stock Unit Agreement amended as of July 28, 2022. ‡ (incorporated by reference to Exhibit 10.2 to Resideo’s Form 10-Q filed on November 1, 2022, File No. 001-38635) RESIDEO TECHNOLOGIES, INC. 88 10.12 Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates Form of Omnibus Amendment to Performance Stock Unit Agreements (for outstanding PSU awards). ‡ (incorporated by reference to Exhibit 10.3 to Resideo’s Form 10-Q filed on November 1, 2022, File No. 001-38635) 10.13 Resideo Supplemental Pension Plan ‡ (incorporated by reference to Exhibit 10.24 to Resideo’s Form 10-K filed on March 18, 2019, File No. 001-38635) 10.14 Resideo Technologies, Inc. Bonus Plan, amended as of April 28, 2022. ‡ (incorporated by reference to Exhibit 10.1 to Resideo’s Form 10-Q filed on August 4, 2022, File No. 001-38635) 10.15 Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates Form of Stock Option Award 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) 10.16 Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates 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) 10.17 Employment Agreement Letter with Jay Geldmacher dated May 18, 2020. ‡ (incorporated by reference to Exhibit 10.1 to Resideo’s Form 8-K filed on May 19, 2020, File No. 001-38635) 10.18 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 filed August 5, 2021, File No. 001-38635) 10.19 Offer Letter of Anthony L. Trunzo. ‡ (incorporated by reference to Exhibit 10.1 to Resideo’s Form 8-K filed on May 29, 2020, File No. 001-38635) 10.20 Letter Agreement with Terms and Conditions of Employment with Phillip Theodore dated December 5, 2023. ‡ (incorporated by reference to Exhibit 10.29 of Resideo’s Form 10-K filed on February 14, 2024, File No. 001-38635) 10.21 Restricted Stock Unit Agreement with Robert B. Aarnes dated February 15, 2024 ‡ (incorporated by reference to Exhibit 10.1 to Resideo's Form 10-Q filed on May 2, 2024 (File No. 001-38635) 10.22 Employment Agreement Letter with Michael Carlet ‡ (incorporated by reference to Exhibit 10.1 to Resideo's Form 10-Q filed on November 7, 2024 (File No. 001-38635) 10.23 Employment Agreement Letter with Anthony Trunzo ‡ (incorporated by reference to Exhibit 10.2 to Resideo's Form 10-Q filed on November 7, 2024 (File No. 001-38635) 10.24 Employment Agreement Letter with Dana Huth ‡ (incorporated by reference to Exhibit 10.3 to Resideo's Form 10-Q filed on November 7, 2024 (File No. 001-38635) 10.25 Letter Agreement with Terms and Conditions of Employment with Jay Geldmacher, dated November 6, 2024, (filed herewith) 10.26 Strategic Advisor Agreement with Fradin Consulting LLC dated November 8, 2024 ‡ (filed herewith) 10.27 Amendment to Restricted Stock Unit Agreement with Roger Fradin dated November 8, 2024 ‡ (filed herewith) RESIDEO TECHNOLOGIES, INC. 89 10.28 Amendment and Restatement Agreement, dated as of February 12, 2021, by and among the Resideo 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 filed February 17, 2021, File No. 001-38635) 10.29 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 Technologies Inc., Resideo Holding Inc., Resideo Intermediate Holding Inc., the other subsidiaries of Resideo Technologies, Inc., party thereto JPMorgan Chase Bank N.A., as administrative agent, and the lending institutions party thereto (incorporated by reference to Exhibit 10.1 to Resideo’s Form 8-K filed March 28, 2022, File No. 001-38635) 10.30 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 Technologies Inc., Resideo Holding Inc., Resideo Intermediate Holding Inc., the other subsidiaries of Resideo Technologies, Inc., party thereto JPMorgan Chase Bank N.A., as administrative agent, and the lending institutions party thereto (incorporated by reference to Exhibit 10.2 to Resideo’s Form 10-Q filed August 4, 2023, File No. 001-38635) 10.31 Third Amendment to Amended and Restated Credit Agreement, dated as of May 24, 2024, among Resideo Technologies, Inc., a Delaware corporation, Resideo Holding Inc., a Delaware Corporation, Resideo Intermediate Holding Inc., a Delaware corporation, Resideo Funding Inc., a Delaware corporation, the financial institutions party thereto as Lenders and Issuing Banks and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to Resideo’s Form 8-K filed on May 28, 2024, File No. 001-38635) 10.32 Fourth Amendment to Amended and Restated Credit Agreement, dated as of June 14, 2024, among Resideo Technologies, Inc., a Delaware corporation, Resideo Holding Inc., a Delaware Corporation, Resideo Intermediate Holding Inc., a Delaware corporation, Resideo Funding Inc., a Delaware corporation, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.3 to Resideo’s Form 8-K filed on June 18, 2024, File No. 001-38635) 10.33 Fifth Amendment to Amended and Restated Credit Agreement, dated as of December 16, 2024, among Resideo Technologies, Inc., a Delaware corporation, Resideo Holding Inc., a Delaware Corporation, Resideo Intermediate Holding Inc., a Delaware corporation, Resideo Funding Inc., a Delaware corporation, 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 filed on December 18, 2024, File No. 001-38635 10.34 Investment Agreement, dated as of April 14, 2024, by and among Resideo Technologies, Inc., CD&R Channel Holdings, L.P. and Clayton, Dubilier & Rice Fund XII, L.P. (solely for purposes of Section 4.10 thereof) (incorporated by reference to Exhibit 10.1 to Resideo’s Form 8-K filed on April 15, 2024, File No. 001-38635) 10.35 Amendment No. 1 to Investment Agreement, dated as of June 14, 2024, by and among Resideo Technologies, Inc., CD&R Channel Holdings, L.P. and Clayton, Dubilier & Rice Fund XII, L.P. (incorporated by reference to Exhibit 10.1 to Resideo’s Form 8-K filed on June 18, 2024, File No. 001-38635) 10.36 Registration Rights Agreement, dated as of June 14, 2024, by and between Resideo Technologies, Inc. and CD&R Channel Holdings, L.P. (incorporated by reference to Exhibit 10.2 to Resideo’s Form 8-K filed on June 18, 2024, File No. 001-38635) 19.1 Resideo Insider Trading Policy (filed herewith) 21.1 List of subsidiaries of the registrant (filed herewith) RESIDEO TECHNOLOGIES, INC. 90 23.1 Consent of Deloitte & Touche LLP, independent registered public accounting firm (filed herewith) 24.1 Powers of Attorney ‡ (filed herewith) 31.1 Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) 31.2 Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) 32.1 Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith) 32.2 Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith) 97 Policy Concerning Recoupment of Incentive Based Compensation from Officers (incorporated by reference to Exhibit 97 to Resideo’s Form 10-K filed on February 14, 2024, File No. 001-38635) 101.INS Inline XBRL Instance Document (filed herewith) 101.SCH Inline XBRL Taxonomy Extension Schema (filed herewith) 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase (filed herewith) 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase (filed herewith) 101.LAB Inline XBRL Taxonomy Extension Label Linkbase (filed herewith) 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase (filed herewith) 104 Cover Page Interactive Data File (formatted 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 contracts or compensatory plans or arrangements. Item 16. Form 10-K Summary None. RESIDEO TECHNOLOGIES, INC. 91 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 duly authorized. Resideo Technologies, Inc. Date: February 20, 2025 By: /s/ Michael Carlet Michael Carlet Executive Vice President and Chief Financial Officer (on behalf of the Registrant and as the Registrant’s Principal Financial Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated: Name Title Date /s/ Jay Geldmacher President, Chief Executive Officer and Director (Principal Executive Officer) February 20, 2025 Jay Geldmacher /s/ Tina Beskid Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) February 20, 2025 Tina Beskid * Chairman of the Board February 20, 2025 Andrew C. Teich * Director February 20, 2025 Paul F. Deninger * Director February 20, 2025 Cynthia Hostetler * Director February 20, 2025 Brian G. Kushner * Director February 20, 2025 Jack R. Lazar * Director February 20, 2025 Nina L. Richardson * Director February 20, 2025 Nathan K. Sleeper * Director February 20, 2025 John Stroup * Director February 20, 2025 Sharon Wienbar * Director February 20, 2025 Kareem Yusuf *By: /s/ Jeannine J. Lane (Jeannine J. Lane, Attorney-in-Fact) February 20, 2025 RESIDEO TECHNOLOGIES, INC. 92 April 23, 2025 Dear Resideo Shareholders: We would like to invite you to attend the 2025Annual Meeting of Shareholders of Resideo Technologies, Inc. (‘‘Resideo’’ or the ‘‘Company’’), which will be held via a live virtual meeting on Wednesday, June 4, 2025 at 1:00 p.m. Eastern Daylight Time. The meeting will be held virtually via a live webcast and can be accessed by following the instructions provided in this proxy statement. This proxy statement, which includes a notice of the 2025 Annual Meeting, includes the agenda and procedures for the meeting, including how shareholders can participate. It also describes how our Board of Directors operates and gives information about director candidates and general compensation, corporate governance, and other matters. 2024 was a significant year of progress against our strategic initiatives, delivering revenue growth, healthy gross margin expansion, and record free cash flow generation in a global macroeconomic environment that is still mixed. As a result of our team’s continued excellent execution, Resideo exceeded the high end of the range for all the metrics we provided in our annual financial outlook. Some financial and operational highlights in 2024 include: • Net revenue of $6.8 billion, increasing 8% year-over-year, supported by organic growth from bothADI and Products and Solutions • Gross margin of 28.1%, a 90 basis points increase from 2023. The gross margin expansion was led by a 240 basis points increase in Products and Solutions gross margin. The Products and Solutions business segment has continued to drive structural improvements that increased operational efficiency, resulting in 41.0% gross margin in 2024, and seven consecutive quarters of year-over-year improvement in gross margin. • Cash provided from operations of $444 million, a new record high, and free cash flow conversion well over 200% of net income. • In June 2024, we acquired Snap One. This was an accretive and strategic acquisition that positions ADI in higher growth adjacent categories in the smart living marketplace. We believe our complementary business model will provide customers with significant benefits, including a broader selection of third-party and proprietary products, enhanced support services, rapid product fulfillment, and a strong omni-channel experience. • As part of the Snap One transaction, we partnered with Clayton, Dubilier & Rice, a world class investor with a track record of value creation in the distribution market. We are excited that Nathan Sleeper and John Stroup from CD&R have joined our Board of Directors. • Our commitment to new product introduction was evident in 2024, with the launch of the FocusPRO thermostat and VISTA security products to great customer reception. These new launches set the stage for future product introductions and they also represent a return to a regular cadence of new product introductions that not only support our current market position, but also drive future innovation and profitable growth opportunities in key categories. We remain committed to delivering profitable growth and durable free cash flow generation to drive long-term, sustainable shareholder value. Being a market leader comes with the duty to act as a responsible corporate citizen. Resideo takes this obligation very seriously, demonstrating our unwavering commitment and responsibility to act with integrity, which is governed by our Code of Business Conduct and driven by our ethos to always do the right thing. In 2024, we also progressed against our corporate responsibility strategy, continuing to offer innovative technology-driven sensing and controls products and solutions that help homeowners and businesses stay connected and in control of their comfort, security, energy use, and smart living. We greatly value and actively work to address the input we receive from our investors on our business and strategy. Shareholder engagement remains a priority for Resideo, and we are in frequent communication with our largest investors on key matters, including our strategic vision, executive compensation, and other initiatives. We look forward to your participation at the annual meeting. In addition, we encourage and welcome stockholder feedback on any topic related to Resideo. Communications can be addressed to directors in care of the General Counsel and Corporate Secretary, Jeannine Lane, at 16100 N. 71st Street, Suite 550, Scottsdale, Arizona 85254 or by email to investorrelations@resideo.com. Every vote is important. Whether or not you plan to attend the virtual annual meeting, I urge you to authorize your proxy as soon as possible so that your shares may be represented at the meeting. Sincerely, Jay Geldmacher President and Chief Executive Officer Sincerely, Andrew Teich Chairman of the Board 2025 PROXY STATEMENT Notice of 2025 Annual Meeting of Shareholders DATE TIME PLACE Wednesday, June 4, 2025 1:00 p.m. Eastern Daylight Time Via the internet at www.virtualshareholdermeeting.com/ REZI2025 Our 2025 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/REZI2025 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 79. Agenda: Election of Directors Advisory vote to approve executive compensation Advisory vote on the frequency of future advisory votes to approve executive compensation Ratification of the appointment of independent registered public accounting firm 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 3, 2025. VIA INTERNET BY PHONE BY MAIL VIA VIRTUAL MEETING 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/ REZI2025. 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 2025Annual Meeting of Shareholders and related proxy materials are being distributed or made available to shareholders beginning on April 23, 2025. 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 2025 Annual Meeting of Shareholders to be held on Wednesday, June 4, 2025: our Proxy Statement and 2024 Annual Report are available free of charge on our Investor Relations website at investor.resideo.com. 2025 PROXY STATEMENT [THIS PAGE INTENTIONALLY LEFT BLANK] Table of Contents Notice of 2025 Annual Meeting of Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proxy Statement Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2025 Annual Meeting of Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 How to Cast Your Vote . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 About Resideo. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Voting Matters and Board Recommendations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Director Dashboard . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Corporate Governance Highlights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Executive Compensation Preview. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Our Named Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Proposal 1: Election of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Majority Voting for Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Director Nominees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Director Qualifications and Skills. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Director Biographies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Our Governance Framework . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Our Board and Culture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Corporate Governance Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Board Leadership Structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Director Independence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 Committees of the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 Compensation and Human Capital Management Committee Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 The Board’s Role in Risk Oversight . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Enterprise Risk Management Program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 Nominating Board Candidates – Procedures and Qualifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 Board Meetings and Attendance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 Board and Committee Evaluations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 Shareholder Engagement Regarding Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 Non-Employee Director Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 Director Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 Director Deferred Compensation Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 Director Compensation for 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 Stock Ownership Guideline for Non-Employee Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 Other Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 Corporate Responsibility at Resideo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 Review, Approval and Ratification of Transactions with Related Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 Certain Transactions with Related Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 Beneficial Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 Stock Ownership of Directors and Executive Officers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 Proposal 2: Advisory Vote to Approve Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 Proposal 3: Advisory Vote on the Frequency of Future Advisory Votes to Approve Executive Compensation . . . . 45 Compensation Discussion and Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 Executive Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 Our Executive Compensation Philosophy and Approach . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 Shareholder Engagement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47 Elements of Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 Compensation and Human Capital Management Committee Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 2025 PROXY STATEMENT Summary Compensation Table . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 Grants of Plan-Based Awards — Fiscal Year 2024. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 Outstanding Equity Awards at 2024 Fiscal Year-End . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 Option Exercises and Stock Vested — Fiscal Year 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63 Pension Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63 Nonqualified Deferred Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64 Compensatory Arrangements with NEOs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65 Potential Payments Upon Termination or Change in Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66 CEO Pay Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70 Pay Versus Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71 Equity Compensation Plan Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75 Proposal 4: Ratification of the Appointment of Independent Registered Public Accounting Firm. . . . . . . . . . . . . . . 76 Report of the Audit Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76 Audit Committee Pre-Approval Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78 Audit and Non-Audit Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78 Questions and Answers About the Annual Meeting and Voting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79 2025 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 2024 Annual Report before you vote. References to ‘‘Resideo,’’the ‘‘Company,’’‘‘we,’’ ‘‘us’’ or ‘‘our’’ refer to Resideo Technologies, Inc. 2025 Annual Meeting of Shareholders Date and Time: June 4, 2025, 1:00 p.m. EDT Place: Via the internet at www.virtualshareholdermeeting.com/REZI2025 Record Date: April 8, 2025 Voting: Shareholders as of the record date are entitled to vote Admission: To enter Resideo’s virtual annual meeting via www.virtualshareholdermeeting.com/REZI2025, 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 2025 PROXY STATEMENT | 1 The deadline for voting via the internet or by telephone is 11:59 p.m. EDT on June 3, 2025. 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 79. About Resideo Resideo is a leading global manufacturer, developer and distributor of technology-driven sensing and controls products and solutions that help homeowners and businesses stay connected and in control of their comfort, security, energy use and smart living. We are a leader in the home heating, ventilation and air conditioning controls markets, smoke and carbon monoxide detection home safety and fire suppression products markets, and security products markets. Our global footprint serves residential and commercial end-markets. Our solutions and services can be found in over 150 million residential and commercial spaces globally, with tens of millions of new devices sold annually. We manage our business operations through two business segments, Products and Solutions and ADI Global Distribution. Voting Matters and Board Recommendations VOTING MATTERS BOARD RECOMMENDATIONS PAGE REFERENCE (FOR MORE DETAIL) Proposal 1. Election of Directors FOR Each Nominee 6 Proposal 2. Advisory Vote to Approve Executive Compensation FOR 44 Proposal 3. Advisory Vote on the Frequency of Future Advisory Votes to Approve Executive Compensation 1 YEAR 45 Proposal 4. Ratification of the Appointment of Independent Registered Public Accounting Firm FOR 76 2 | 2025 PROXY STATEMENT Director Dashboard 1 10 Independent Not Independent 91% Director Independence 1 7 36% Board Diversity (Gender, Race/Ethnicity) Women Black/ African American White Male 3 2 5 2 Tenure 1 1 years 4 years 5 years 6 years (Spin-Off) 7 years 1 Avg. 5.2 7 62 4 50’s 60’s Age Our Board of Directors Name Age Independent Board Committee Memberships Other Public Company Board Service Andrew Teich (Chairman) 64 Yes Compensation and Human Capital Management Innovation and Technology (Chair) Nominating and Governance Sensata Technologies Holding PLC Jay Geldmacher (President & CEO) 69 No None Seagate Technology Holdings plc Paul Deninger 66 Yes Audit Finance (Chair) Nominating and Governance EverQuote, Inc. Cynthia Hostetler 62 Yes Finance Nominating and Governance (Chair) TriLinc Global Impact Fund, LLC Invesco Funds Vulcan Materials Company Brian Kushner 66 Yes Audit Finance Cumulus Media Inc. Jack Lazar 59 Yes Audit (Chair) Innovation and Technology Astera Labs, Inc. Box, Inc. GLOBALFOUNDRIES Inc. ThredUp Inc. Nina Richardson 66 Yes Compensation and Human Capital Management Nominating and Governance Cohu, Inc. Silicon Laboratories, Inc. Nathan Sleeper 51 Yes None John Stroup 58 Yes None Crane NXT, Co. Sharon Wienbar 63 Yes Compensation and Human Capital Management (Chair) Innovation and Technology Enovis Corporation Ingram Micro Holding Corp. Kareem Yusuf 53 Yes Compensation and Human Capital Management Innovation and Technology 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 2025 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 Committee 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 by the Compensation and Human Capital Management Committee Oversight of our code of business conduct and our role as a responsible corporate citizen, including our corporate responsibility 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 2024 included the Named Executive Officers (‘‘NEOs’’) below. Shortly after the acquisition of Snap One, we reviewed our leadership organization structure in light of our commitment to strategic growth and operational efficiency, and in August 2024 made changes designed to enhance shareholder value and position the Company for long-term success. NAME POSITION Jay Geldmacher President and Chief Executive Officer Michael Carlet Executive Vice President, Chief Financial Officer Robert Aarnes President, ADI Global Distribution Tom Surran President, Products & Solutions Jeannine Lane Executive Vice President, General Counsel & Corporate Secretary Anthony L. Trunzo(1) Former Executive Vice President, Chief Financial Officer Dana Huth(2) Former Executive Vice President, Chief Revenue Officer (1) Effective August 9, 2024, the Board appointed Michael Carlet, who joined Resideo as part of the acquisition of Snap One, to succeed Mr. Trunzo as Executive Vice President, Chief Financial Officer, and Mr. Trunzo was appointed to a non-executive officer position as Senior Vice President, Executive Advisor, until his employment terminated on March 15, 2025. (2) Effective August 9, 2024, as part of a corporate reorganization, the Board removed Mr. Huth as Executive Vice President and Chief Revenue Officer and appointed Mr. Huth to a non-executive officer position as Senior Vice President, Chief Revenue Officer, Products & Solutions, a position he continues to hold. 4 | 2025 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 limited to, those described under the headings ‘‘Risk Factors’’ and ‘‘Cautionary Statement Concerning Forward-Looking Statements’’ in ourAnnual Report on Form 10-K for the year ended December 31, 2024. 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. The information on our website and the materials available through it are not incorporated by reference into this Proxy Statement. 2025 PROXY STATEMENT | 5 Proposal 1: Election of Directors Our Board currently consists of eleven directors, and the Board has set the size of the Board as of this year’s Annual Meeting at eleven. All directors 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 28 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 Resideo. In addition, the Board has determined that each non-employee director nominee qualifies as an independent director under NYSE corporate governance listing standards and the Company’s director independence standards as further described under ‘‘Director Independence’’ on page 23. 6 | 2025 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 2025 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. NAME SENIOR LEADERSHIP EXPERIENCE CONSUMER PRODUCTS MANUFACTURING TECHNOLOGY GLOBAL RELATIONS FINANCE PUBLIC COMPANY BOARD SERVICE MARKETING OPERATIONS STRATEGY MERGERS & ACQUISITIONS Andrew Teich (Chairman) Jay Geldmacher (President & CEO) Paul Deninger Cynthia Hostetler Brian Kushner Jack Lazar Nina Richardson Nathan Sleeper John Stroup Sharon Wienbar Kareem Yusuf 8 | 2025 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. Andrew Teich, 64 Chairman of the Board 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) Mr. Teich has over 40 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 company focused on the development of innovative imaging and sensing 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) 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, radar, sonar, near infrared, and CBRNE (Chemical, Biological, Radiological, Nuclear, and Explosive) technologies/markets Education • B.S. degree in marketing from Arizona State University • Alumnus of the Harvard Business School Advanced Management Program 2025 PROXY STATEMENT | 9 Jay Geldmacher, 69 President, Chief Executive Officer and Director Director since 2020 Committee Memberships: • None Other Public Company Directorships: • Seagate Technology Holdings plc Former: • Verra Mobility Corporation (2018-2020) • Owens-Illinois, Inc. (2008-2015) Mr. Geldmacher has 31 years of experience in technology and manufacturing industries. In his various leadership roles, he has used his 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, residential thermal solutions, and security solutions and global wholesale distribution of low- voltage life safety, security, fire, audio visual, networking, and smart home solutions for commercial and residential markets • 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 (2019 to 2020) • President and CEO, Artesyn Embedded Technologies, a spin-off of Emerson 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) 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 | 2025 PROXY STATEMENT Paul Deninger, 66 Independent Director Director since 2018 Committee Memberships: • Audit • Finance (Chair) • Nominating and Governance Other Public Company Directorships: • EverQuote, Inc. Former: • Epiphany Technology Acquisition Corp. (2020-2023) • Iron Mountain Inc. (2010-2021) Mr. Deninger has 36 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 infrastructure company focused on helping build zero energy capable homes 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 EcoSmart Solutions, OxipitalAI, Omnizare Imaging and Fusion Coolant Systems • Serves on the board of advisors of 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 2025 PROXY STATEMENT | 11 Cynthia Hostetler, 62 Independent Director Director since 2020 Committee Memberships: • Finance • Nominating and Governance (Chair) Other Public Company Directorships: • TriLinc Global Impact Fund, LLC • Vulcan Materials Company • Invesco Funds (trustee of registered investment company) Former: • Textainer Group Holdings Limited (2020-2024) • Genesee & Wyoming, Inc. (2018-2019) • Edgen Group Inc. (2013-2014) Ms. Hostetler has 26 years of leadership experience managing large investment funds (with significant global markets 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 governance, finance, investment management and corporate responsibility. 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 • Governance experience • Led a private equity fund focused on corporate responsibility, sustainable economic development and impact • Governance Committee Chair of TriLinc Global Impact Fund, LLC; prior experience as governance committee chair of other public companies • Investment 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), overseeing a multi-billion-dollar private equity fund Business Experience • 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 12 | 2025 PROXY STATEMENT Brian Kushner, 66 Independent Director Director since 2019 Committee Memberships: • Audit • Finance 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 41 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 optimizing 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, including several 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 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 theAdvisory 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 2025 PROXY STATEMENT | 13 Jack Lazar, 59 Independent Director Director since 2018 Committee Memberships: • Audit (Chair) • Innovation and Technology Other Public Company Directorships: • Astera Labs, Inc. • Box, Inc. • GLOBALFOUNDRIES Inc. • ThredUp Inc. Former: • Silicon Laboratories Inc. (2013-2022) • Casper Sleep, Inc. (2019-2022) • Mellanox Technologies, Ltd (2018-2020) • Quantenna Communications (2016-2019) • TubeMogul, Inc. (2013-2016) Mr. Lazar has 31 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 $3.5 billion combined in their IPOs including TubeMogul, Quantenna Communications, Casper Sleep, ThredUp, GLOBALFOUNDRIES, and Astera Labs • Executive leadership experience • Served as a public company executive at multiple companies, including in CFO and corporate development roles, since 1992 • Independent auditor • Served as a senior auditor at Price Waterhouse (now PricewaterhouseCoopers) from 1987 to 1992 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, Qualcomm Atheros, Inc., a developer of communications semiconductor solutions (2011 to 2013) • Senior Vice President of Corporate Development and Chief Financial Officer (and a variety of other roles), Atheros Communications, a provider of technologies for wireless and wired communications (2004 to 2011) Certain Other Professional Experience and Community Involvement • Serves on the board of directors of the Northern Californian Chapter of the NationalAssociation of Corporate Directors, Board of Trustees for Natcast, 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) Education • B.S. degree in commerce with an emphasis in accounting from Santa Clara University 14 | 2025 PROXY STATEMENT Nina Richardson, 66 Independent Director Director since 2018 Committee Memberships: • Compensation and Human Capital Management • Nominating and Governance 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 Ms. Richardson has 36 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 governance programs. Key Experience and Qualifications • Global operational and leadership experience • COO at GoPro (2013 to 2015) instrumental 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 • VP/GM of Flex Inc. (formerly Flextronics, Inc.), a global EMS provider, responsible for global electronics manufacturing operations with over 1,000 employees in multiple geographies • Executive positions in consumer electronics, technology, energy, lighting and manufacturing • Experience in the technology sector • Serves as a director at two privately held technology and biotechnology organizations • Completed NACD’s Cybersecurity Certification • Completed UC Berkeley Artificial Intelligence: Business Strategies and Applications • In-depth knowledge of human capital operations and sustainability • Experience as a director leading governance and corporate responsibility 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, from 2004, until its sale to Pilot Power Group in 2023 • 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 2025 PROXY STATEMENT | 15 Nathan Sleeper, 51 Independent Director Director since 2024 Committee Memberships: • None Other Public Company Directorships: • None Former: • Beacon Roofing Supply Inc. (2015-2016; 2018-2023) • Core & Main, Inc. (2021-2024) • Atkore International Group Inc. (2016-2018) • HD Supply Holdings, Inc. (2013-2014) • Hertz Global Holdings, Inc. (2006-2011) Mr. Sleeper has been with Clayton, Dubilier & Rice, LLC since 2000. He serves as CD&R’s Chief Executive Officer, chairs CD&R’s executive committee, and is a member of its investment, operating review, and compliance committees. He also leads the firm’s industrials investment vertical and is responsible for firm operations. Prior to CD&R, he worked in the investment banking division of Goldman Sachs. Key Experience and Qualifications • Investment experience • Broad experience in the financial and investment communities brings important insights into business strategy to our Board • Deep insights into the industrials markets that are relevant to Resideo Business Experience • Chief Executive Officer, Clayton Dubilier & Rice, a private equity firm (2021 to present); various roles in increasing responsibility since joining in 2000 Certain Other Professional Experience and Community Involvement • Previously served on the boards of publicly traded Beacon Roofing Supply Inc., Core & Main, Inc., Atkore International Group Inc., HD Supply Holdings, Inc., and Hertz Global Holdings, Inc., as well as on numerous privately held company boards • Member of the Business Council, serves on the Williams College Board of Trustees and is Chair of the Investment Committee for the college’s endowment Education • B.A. degree from Williams College • M.B.A. from Harvard Business School 16 | 2025 PROXY STATEMENT John Stroup, 58 Independent Director Director since 2024 Committee Memberships: • None Other Public Company Directorships: • Crane NXT, Co. Former: • Crane Company (2023-2024) • Belden, Inc. (2005-2021) • Tenneco, Inc. (2020-2022) • Zurn Elkay Water Solutions Corporation (2008-2023) Mr. Stroup became a Partner at Clayton, Dubilier & Rice in 2024, having served as an Operating Advisor since 2021. Prior to this, Mr. Stroup served as the Executive Chairman of Belden, a global leader in signal transmission and security solutions from May 2020 to February 2021. Prior to his role as Executive Chairman, Mr. Stroup had been the President and Chief Executive Officer since 2005. Prior to joining Belden, Mr. Stroup was employed by Danaher Corporation. He initially served as Vice President, Business Development and was promoted to President of a division of Danaher’s Motion Group and later to Group Executive of the Motion Group. Prior to his time at Danaher, he was Vice President of Marketing with Scientific Technologies Inc. In his capacity as a partner at Clayton, Dubilier & Rice, Mr. Stroup serves as a director or board member at several portfolio companies. Key Experience and Qualifications • Senior leadership experience • Proven leadership skills with over 15 years of experience as President, Chief Executive Officer and Director of Belden Inc., a global leader in signal transmission and security solutions • More than 30 years of experience in industrial manufacturing of highly engineered products and business strategy development. Business Experience • Partner, Clayton Dubilier & Rice, a private equity firm (2024 to present) • Operating Advisor, Clayton Dubilier & Rice, a private equity firm (2021 to 2024) • President and Chief Executive Officer, Belden Inc., a global leader in signal transmission and security solutions (2005 to 2020); Chairman (2016 to 2020); Executive Chairman (2020 to May 2021) • Served on numerous private company boards since 2008 Education • B.S. degree in Mechanical Engineering from Northwestern University • M.B.A. from University of California-Berkeley 2025 PROXY STATEMENT | 17 Sharon Wienbar, 63 Independent Director Director since 2018 Committee Memberships: • Compensation and Human Capital Management (Chair) • Innovation and Technology Other Public Company Directorships: • Enovis Corporation (formerly Colfax Corporation) • Ingram Micro Holding Corp. Former: • Covetrus, Inc. (2020-2022) • Everyday Health (2007-2016) • Glu Mobile, Inc. (2004-2008) Ms. Wienbar has 31 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 • Marketing and technology leaderships • 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) 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 18 | 2025 PROXY STATEMENT Kareem Yusuf, 53 Independent Director Director since 2021 Committee Memberships: • Compensation and Human Capital Management • Innovation and Technology Other Public Company Directorships: • None Dr. Yusuf leads IBM’s mission to expand its global ecosystem, elevate its partnerships, and develop and scale new business opportunities and strategic alliances for the company. 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 leverageAI 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 and AI to help IBM and its clients create more efficient, resilient and sustainable business operations • Responsible for IBM’s Corporate Environment Affairs team, which is responsible for IBM’s global sustainability performance Business Experience • Senior Vice President of Ecosystem, Strategic Partners & Initiatives, IBM Software business unit of International Business Machines Corporation (‘‘IBM’’) Software (since 2025) • Senior Vice President, Product Management and Growth, IBM a multinational technology company (2023-2024) • 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 • 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 2025 PROXY STATEMENT | 19 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 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 • 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 to monitor the effectiveness of decision-making at the Board and management levels with a view toward achieving our strategic objectives. • The guidelines are reviewed annually and subject to modification by the Board at any time. INDEPENDENT BOARD • 10 of our 11 directors are independent as defined by the listing standards of the NYSE. BOARD COMPOSITION • Currently, the Board has fixed the number of directors at 11. • 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. 20 | 2025 PROXY STATEMENT KEY GOVERNANCE PRACTICES BOARD COMMITTEES • The Board consists of five standing committees: • Audit, • Compensation and Human Capital Management, • Nominating and Governance, • Finance, and • Innovation and Technology. • 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. MEMBERSHIPS ON OTHER BOARDS • 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. • For additional information, please see ‘‘Memberships on Other Boards’’ on Page 30. BOARD DEMOGRAPHICS • Three of our 11 Board members are women and one is Black/African American. 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. 2025 PROXY STATEMENT | 21 KEY GOVERNANCE PRACTICES OVERSIGHT OF CORPORATE RESPONSIBILITY AND HUMAN CAPITAL MANAGEMENT • Our Nominating and Governance Committee oversees our role as a responsible corporate citizen, including key aspects of our corporate responsibility programs. • Our Compensation and Human Capital Management Committee oversees our human capital management. Management regularly reports to the committee regarding culture 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 • 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. STOCK OWNERSHIP GUIDELINES • 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 CLAWBACK POLICY • 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 shareholders, it does not have 22 | 2025 PROXY STATEMENT 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. The Board’s assessment of independence is based on information 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. Mr. Geldmacher, as an employee of Resideo, is the only director who does not satisfy the independence criteria described below. 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. Independent Audit Compensation and Human Capital Management Nominating and Governance Finance Innovation and Technology Andrew Teich Member Member Chair Paul Deninger Member Member Chair Jay Geldmacher Cynthia Hostetler Chair Member Brian Kushner Member Member Jack Lazar Chair Member Nina Richardson Member Member Nathan Sleeper John Stroup Sharon Wienbar Chair Member Kareem Yusuf Member Member 2024 Meetings 7 6 7 13 5 2025 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 RESPONSIBILITIES AUDIT COMMITTEE Jack Lazar, Chair Paul Deninger Brian Kushner • 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 policies, including risks related to cybersecurity and primary IT systems of record, material litigation and matters related to risks of the Company’s supply chain, 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 currently serves on the audit committee of four other public reporting companies. In February 2025, upon the review and recommendation of the Nominating and Governance Committee, the Board determined that Mr. Lazar’s simultaneous service on both the audit committees and boards of directors of five public companies (including the Company Board), did not impair his ability to effectively serve on the Company’s Audit Committee nor the Board and should not hinder his nomination for re-election to our Board in 2025. The Board required that Mr. Lazar transition back into compliance with the policy on membership on other boards set forth in the Corporate Governance Guidelines by the time of our 2025 annual meeting to facilitate a smooth transition of his board commitments. On April 10, 2025, ThredUp Inc. filed a Form 8-K with the SEC, advising that Mr. Lazar will resign from the Board, effective at the conclusion of ThredUp’s 2025 annual meeting of stockholders on May 21, 2025. With Mr. Lazar not standing for re-election at ThredUp, he will serve on the board of directors of four total public company boards as of our 2025 annual meeting, bringing him into compliance with the Company’s Corporate Governance Guidelines regarding membership on other boards. 24 | 2025 PROXY STATEMENT COMMITTEE RESPONSIBILITIES 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; • 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 26 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 46. NOMINATING AND GOVERNANCE COMMITTEE Cynthia Hostetler, Chair Paul Deninger Nina Richardson Andrew Teich • 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 regarding the Company’s insider trading policies and procedures; • Oversee and report to the Board on the Company’s role as a responsible corporate citizen, including its corporate responsibility 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. FINANCE COMMITTEE Paul Deninger, Chair Cynthia Hostetler Brian Kushner • 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. 2025 PROXY STATEMENT | 25 COMMITTEE RESPONSIBILITIES INNOVATION AND TECHNOLOGY COMMITTEE Andrew Teich, Chair Jack Lazar Sharon Wienbar Kareen Yusuf • 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: • Overall strategy and plans for major new products and solutions, summarizing key selling points/differentiation, enabling technologies, financial objectives and competitive positioning; • Investments in technology and software platforms; and • Technology trends that could significantly affect the Company and the businesses in which we operate. 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 considering all factors relevant to the consultant’s independence from management. In addition, the 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 concluded that no conflict of interest exists that would prevent FW Cook from independently advising the 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 48 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 executive officers.As part of Resideo’s annual planning process, the CEO, CFO, and Chief Human 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 26 | 2025 PROXY STATEMENT officers. The recommendations of the CEO are based on performance assessments 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. The Audit Committee discusses the Company’s risk profile, risk management, and exposure (and Resideo’s policies relating to the same) with management, the internal auditors and the independent auditors. Such 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, corporate governance, environmental and sustainability matters, health and safety issues, supply chain processes (in collaboration with the Audit Committee), anti-discrimination and anti-harassment efforts, insider trading policies and procedures, 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 mergers, acquisitions, investments and dispositions. The Innovation and Technology Committee considers risks related to the Company’s overall technology and innovation strategies and its product technology program. 2025 PROXY STATEMENT | 27 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 with assistance from the Company’s Internal Audit function. 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 includes a consideration of director independence, procedures for shareholder suggestion or nomination of candidates for the Board, and any related requirements of applicable law or listing rules. The Nominating and Governance Committee considers diversity in the context of the Board as a whole and takes into account the skills, experience and demographics 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 28 | 2025 PROXY STATEMENT 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. OnApril 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 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 InvestmentAgreement, 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. The CD&R Investors designated Nathan Sleeper and John Stroup to be the designated directors. 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; 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. 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 2026 annual meeting of shareholders, such notice must be delivered to the Corporate Secretary no earlier than February 4, 2026 and no later than March 6, 2026. 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 2025 PROXY STATEMENT | 29 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 2026 annual meeting, such notice must be delivered to our principal executive offices no earlier than November 25, 2025 and no later than December 24, 2025. 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, initiatives and processes. Board members may attend, at 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. Memberships on Other Boards Our directors are expected to devote the necessary time and attention to fulfill their responsibilities on the Board. In line with our Corporate Governance Guidelines, directors must notify the chairperson of the Nominating and Governance Committee in advance of accepting an invitation to serve on another public company board. 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. During its review of a director’s potential service on an outside board, the Nominating and Governance Committee may consider any factors it deems relevant, including the following: • Meeting attendance for our Board and Committee meetings; • The director’s principal occupation; • The number of other boards on which the director serves, along with the time commitments and demands of those positions. • The director’s role on other boards, with special consideration given to leadership positions on public company boards; • The description of the business of the additional board in order to allow for a review of any interlocking directorates issues or conflicts as well as to review for potential overboarding concerns; • The director’s contributions during the Company Board and committee meetings; • Feedback from directors through the annual Board evaluation; and • The director’s overall engagement, impact and preparedness. In February 2025, upon the review and recommendation of the Nominating and Governance Committee, the Board determined that Mr. Lazar’s simultaneous service on the board of directors of five public companies (including our Board), did not impair his ability to effectively serve on our Board and should not hinder his nomination for re-election to our Board in 2025. The Board required that Mr. Lazar transition back into compliance with the policy on membership on other boards set forth in the Corporate Governance Guidelines by the time of our 2025 annual meeting to facilitate a smooth transition of his board commitments. On April 10, 2025, ThredUp Inc. filed a Form 8-K with the SEC, advising that Mr. Lazar will resign from the Board, effective at the conclusion of ThredUp’s 2025 annual 30 | 2025 PROXY STATEMENT meeting of stockholders on May 21, 2025. With Mr. Lazar not standing for re-election at ThredUp, he will serve on the board of directors of four total public company boards as of date of our 2025 annual meeting, bringing him into compliance with the Company’s Corporate Governance Guidelines regarding membership on other boards. All 2025 director nominees are compliant with our outside board commitments policy, other than Mr. Lazar, who will be in compliance by the time of our 2025 annual meeting. Board Meetings and Attendance The Board met eight times in 2024. 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 2024 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, identifying areas for improvement 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 2024. 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. 2025 PROXY STATEMENT | 31 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 the fall of 2024, we initiated a formal shareholder outreach program related to corporate governance, described below. We are committed to maintaining ongoing dialogue with our shareholders. 2024 SHAREHOLDER GOVERNANCE ENGAGEMENT SUMMARY OUTREACH • During fall 2024, we reached out to 40 of our largest shareholders, representing approximately 81% of our outstanding shares, to gain a better understanding of their views regarding our corporate governance, corporate responsibility and executive compensation practices. • We held engagement meetings with shareholders representing approximately 30% of our outstanding shares. ENGAGEMENT • 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 2024, we met with any shareholder that expressed an interest in further dialogue. TOPICS DISCUSSED AND FEEDBACK • Governance: • Overall support for our governance practices. • Discussed our overboarding policy and shareholder expectations. • Expressed interest in: • Cybersecurity as it relates both to the corporate enterprise and our products. • Resideo has strong board oversight of cybersecurity, including the establishment of quarterly Audit Committee meetings dedicated solely to cybersecurity. • We continued our robust practices to recruit and retain qualified IT professionals. • Skills and qualifications relevant to Board members. • The Board reviews its skills matrix on an annual basis. • Succession planning related to the previously announced CEO succession. • Compensation: • Overall, positive feedback on the long-term performance being heavily weighted in our LTI program, including a three-year performance period. • Discussion of metrics utilized in our performance stock units (PSUs), including the relative TSR metric and potential alternatives, such as adding a second performance metric. • Discussion of special equity awards. • Corporate Responsibility: • Overall support for our corporate responsibility program. • Robust, informative conversations around: our human rights policy; carbon reduction targets; product development, life cycles and external innovation; our corporate responsibility team structure; integration of Snap One’s corporate responsibility program; and engagement of business units with corporate responsibility. • We will continue to enhance our corporate responsibility procedures and initiatives, including those practices related to measurement and reduction of greenhouse gas emissions and sustainable procurement, as well as our reporting on corporate responsibility. For additional information regarding our corporate responsibility practices, please see ‘‘Corporate Responsibility at Resideo’’ as well as our 2023 ESG Report published in August 2024. 32 | 2025 PROXY STATEMENT 2024 SHAREHOLDER GOVERNANCE ENGAGEMENT SUMMARY RESPONSIVENESS • Governance • Overboarding: • In response to shareholder concerns about director overboarding, we have reaffirmed our commitment to transparency and compliance with our overboarding policy, subject to limited exceptions in unusual circumstances with appropriate disclosures. • We have enhanced our disclosure in this proxy regarding the Nominating and Governance Committee’s review of our directors’ commitment and availability (please see ‘‘Membership on Other Boards’’ on page 30). • Compensation: • Resideo will continue to utilize a pay for performance philosophy. • We have retained our weighting (at least 50%) of total compensation in the form of PSUs. • For 2025 PSU annual awards, one-half will be earned based on rTSR metrics and one-half will be earned based on achievement against average return on invested capital. • Special awards • The Compensation and Human Capital Management Committee remains committed to granting special awards in limited circumstances where it is in the best interest of shareholders and accompanied by transparent disclosure of the rationale, including most recently consideration of an announced CEO transition. • The Board and committees continue to consider and review all matters raised by shareholders during our engagement meetings. 2025 PROXY STATEMENT | 33 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 April 2024, 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 changes to director compensation: • An increase in the annual cash retainer for the Chair of the Finance and Innovation and Technology Committees from $10,000 to $15,000 effective July 1, 2024; and • An increase in the annual cash retainer for members of the Finance and Innovation and Technology Committees from $5,000 to $7,500 effective July 1, 2024. In May 2024, in connection with the Board’s appointment of Mr. Teich as Vice Chair, the Compensation and Human Capital Management Committee recommended, and the Board approved, a cash retainer for his service as Vice Chair of $125,000. In September 2024, the Compensation and Human Capital Management Committee recommended, and the Board approved an incremental annual cash retainer for Mr. Teich of $375,000 in recognition of his board leadership related to the integration of the Snap One business and executive management transition planning. In November 2024, upon the decision by Mr. Fradin to retire from the Board, the Board appointed Mr. Teich as Chairman of the Board. The table below outlines the current annual compensation program for our non-employee directors. Board of Directors Annual Cash Compensation Annual Retainer ($) Member of the Board of Directors 90,000 Chairman of Board—Additional Cash Retainer 125,000 Additional Special Chair Retainer – Oversight of M&A and Mgmt. Transition 375,000 Board Committee Membership—Additional Cash Retainers: Chair* Member Audit Committee 25,000 12,500 Compensation and Human Capital Management Committee 20,000 10,000 Finance Committee 15,000 7,500 Nominating and Governance Committee 15,000 7,500 Innovation and Technology Committee 15,000 7,500 * Committee Chair retainers include the member retainer fees. Board of Directors Annual Equity Compensation Annual Retainer ($) Annual Restricted Stock Units (‘‘RSUs’’) 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. 34 | 2025 PROXY STATEMENT 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 same time, the Compensation and Human Capital Management Committee also permitted non-employee 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’’). 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 2024 In 2024, 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 $160,000. Annual equity retainers generally vest with respect to 100% of the RSUs awarded on the first anniversary of the grant date, subject to continued service on the Board. Each of our non-employee directors has the ability to elect to defer all of his or her annual cash retainer as well as his or her annual equity retainer award pursuant to the terms of our Director Deferred Compensation Plan and Director Stock Plan, respectively, as discussed above. The table below reflects the 2024 compensation paid to our non-employee directors. Director Name Fees Earned or Paid in Cash ($) Stock Awards(1) ($) Total ($) Andrew Teich(2), Chairman of the Board 390,927 159,980 550,907 Paul Deninger 119,492 159,980 279,472 Cynthia Hostetler 105,350 159,980 265,330 Brian Kushner 111,641 159,980 271,621 Jack Lazar(3) 120,611 159,980 280,591 Nina Richardson 112,775 159,980 272,755 Nathan Sleeper(4) 26,703 153,409 180,112 John Stroup(4) 26,703 153,409 180,112 Sharon Wienbar 117,383 159,980 277,363 Kareem Yusuf 105,625 159,980 265,605 Roger Fradin, Former Chairman(5) 276,250 159,980 436,230 (1) The stock award values set forth in the above 2024 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 7,600 shares were made to non-employee directors on June 5, 2024, with a fair value of $21.05 per share, except for Mr. Sleeper and Mr. Stroup’s grants which were for 7,825 shares made on June 20, 2024 with a fair value of $19.61 per share. (2) Included in the Fees Earned or Paid in Cash to Mr. Teich are $390,927 in cash retainers, which Mr. Teich elected to defer as deferred share units (‘‘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. 2025 PROXY STATEMENT | 35 (3) Included in the Fees Earned or Paid in Cash for Mr. Lazar are $120,611 in cash retainers, which Mr. Lazar elected to defer as 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. (4) The cash retainers shown in the table above for Mr. Sleeper and Mr. Stroup were paid directly to CD&R per the terms of the Investment Agreement between CD&R and Resideo. (5) Mr. Fradin retired from the Board effective November 7, 2024 and began providing services to the Company under a Strategic Advisor Agreement described below under ‘‘Related Party Transactions.’’ In connection with Mr. Fradin’s retirement, the Board amended Mr. Fradin’s RSUs to provide that they would continue to vest notwithstanding his retirement. A more detailed discussion of the assumptions used in the valuation of stock awards made in fiscal year 2024 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, 2024. Director Name Outstanding Equity Awards as of 12/31/2024 (#) Andrew Teich 57,398 Paul Deninger 7,600 Cynthia Hostetler 39,280 Brian Kushner 7,600 Jack Lazar 56,620 Nina Richardson 30,122 Nathan Sleeper(1) 7,825 John Stroup(1) 7,825 Sharon Wienbar 33,062 Kareem Yusuf 27,108 Roger Fradin, Former Chairman 7,600 (1) The shares underlying the RSUs issued to Mr. Sleeper and Mr. Stroup are required to be transferred to CD&R upon vesting per the terms of their appointment to the Resideo Board by CD&R. 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, 2024, all directors have met the minimum stock ownership required under our stock ownership guidelines. Mr. Sleeper and Mr. Stroup are deemed to have satisfied the stock ownership requirement based on CD&R’s ownership of Resideo stock per the terms of the Investment Agreement. 36 | 2025 PROXY STATEMENT 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 POSITION BUSINESS EXPERIENCE Robert Aarnes, 55, 2018 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. Since 2024, Mr. Aarnes serves on the Board of Directors of MSC Supply (NYSE: MSM). 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. Michael Carlet, 57, 2024 Executive Vice President, Chief Financial Officer Prior to joining the Company, Mr. Carlet served the Chief Financial Officer of Snap One Holdings Corp. from 2014 to 2024. Prior to joining Snap One Holdings Corp., Mr. Carlet served as Chief Operating Officer and Chief Financial Officer of the automotive division of Sears Holdings from 2013 to 2014. Prior to Sears, Mr. Carlet spent over 15 years with Driven Brands, Inc., the parent company of Meineke Car Care Centers, Inc., Maaco Franchising, Inc. and other automotive franchise brands, where he served as Chief Financial Officer from 2002 to 2013 and as Controller from 1997 to 2000. He began his career in public accounting with Ernst & Young Global Ltd. Mr. Carlet received his BA in Accounting from the Catholic University of America, and his MBA from Wake Forest University School of Business. Stephen Kelly, 57, 2018 Executive Vice President and Chief Human Resources Officer 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 of Human Resources for Honeywell’s aerospace business’s commercial segment in 2013. Previously, Mr. Kelly was vice 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 from 2008 to 2011. Prior 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. Prior to joining Danaher, Mr. Kelly was the head of Human 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. 2025 PROXY STATEMENT | 37 NAME, AGE, YEAR FIRST APPOINTED AN EXECUTIVE OFFICER POSITION BUSINESS EXPERIENCE Jeannine Lane, 64, 2018 Executive Vice President, General Counsel and Corporate Secretary 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. Tom Surran, 62, 2023 President, Products and Solutions Prior to joining the Company, Mr. Surran was Chief Operating Officer of FLIR Systems, Inc., a multinational company focused on the 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 MBA from the University of Chicago. 38 | 2025 PROXY STATEMENT Corporate Responsibility at Resideo Our Board of Directors and its committees play a key role in oversight of our corporate responsibility efforts. Our Nominating and Governance Committee oversees and reports to the Board on the Company’s role as a responsible corporate citizen, including its corporate responsibility and sustainability programs. Our Compensation and Human Capital Management Committee oversees our plans, policies and programs relating to hiring, development and retention of talent, and assists the Board in oversight of our policies relating to human capital management. Our external and internal viewpoints are aligned: we hold ourselves accountable to our people, our communities, the environment, and our brand. Our corporate responsibility strategy is supported by a framework rooted in innovative solutions to help make homes and buildings more energy efficient, safer, more secure, and better for the environment, 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 corporate responsibility efforts, Resideo focuses on five elements connected to the Company’s material issues: Innovate, Reduce, Commit, Impact and Trust: 1. Innovate – Designing energy-efficient and resource-conscious products that help customers reduce their environmental impact while enhancing safety and well-being. 2. Reduce – Implementing sustainable practices across product design, packaging, facility management, logistics, and supply chain operations to drive efficiency and minimize our environmental footprint. 3. Commit – Creating a positive, inclusive work environment that fosters employee growth, engagement, and well-being. 4. Impact – Driving meaningful impact in the communities where we operate. 5. Trust – Upholding strong governance practices that promote ethical leadership, transparency, and long- term value creation for our stockholders. In 2024, Resideo published its third report on corporate responsibility. This report and additional information about Resideo’s sustainability efforts are available at: www.resideo.com/sustainability. 2025 PROXY STATEMENT | 39 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. Certain Transactions with Related Parties As described above, we entered into the Investment Agreement with the CD&R Stockholder, pursuant to which the CD&R Stockholder became a related party. In addition to the right to designate directors to our Board, the Investment Agreement provides the CD&R Investors with customary preemptive rights to participate in future equity and equity-linked issuances up to the extent necessary to maintain their pro rata ownership percentage, subject to customary exceptions. The Investment Agreement, as amended, also provides that, for the longer of June 14, 2027 and 12 months after date on which the CD&R Investors no longer have a designee on the Board, subject to customary exceptions, the CD&R Investors will be subject to customary standstill restrictions, including restrictions on acquiring additional shares of our common stock that would cause the CD&R Investors to beneficially own more than 19.9% of the then outstanding common stock (assuming the conversion into common stock of all shares of Series A Preferred Stock then held by the CD&R Investors). Subject to certain exceptions, under the Investment Agreement, as amended, the CD&R Investors are restricted from transferring to a non-affiliate the Series A Preferred Stock or any shares of our common stock received upon conversion thereof until June 14, 2026. We also entered into a registration rights agreement with the CD&R Stockholder that provides customary registration rights with respect to our common stock received upon conversion of the SeriesAPreferred Stock for the CD&R Investors. Pursuant to such registration rights, the CD&R Investors have, subject to certain limitations, the right to require us to register their shares of common stock on six separate occasions and have piggyback registration rights with respect to offerings by the us. On November 8, 2024, in connection with Mr. Fradin’s retirement from the Board, the Audit Committee reviewed a proposed Strategic Advisor Agreement with Fradin Consulting LLC, owned by Mr. Fradin. The Strategic Advisor Agreement provides that, for a term of two years, Mr. Fradin will serve as an advisor to the Board and senior management on a non-exclusive basis, with an annual cash retainer of $500,000. The Audit Committee determined that the proposed Strategic Advisor Agreement was fair, reasonable and consistent with the Company’s Policy, and approved the Strategic Advisor Agreement. 40 | 2025 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 2024 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. Lazar was filed on January 5, 2024 reporting shares of common stock issued in lieu of annual cash retainer fees on January 2, 2024, and (ii) a Form 4 for Mr. Carlet was filed on January 6, 2025 reporting the forfeiture of shares for tax withholding upon vesting of RSUs on August 15, 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 or preferred stock as of December 31, 2024. Name and Address of Beneficial Owner Title of Class Amount and Nature of Beneficial Ownership (#) Percent of Class(1) BlackRock, Inc. 50 Hudson Yards New York, NY 10001 Common Stock 23,868,619(2) 16.07% CD&R Channel Holdings, L.P. c/o Clayton Dubilier & Rice, LLC 375 Park Ave. New York, NY 10152 Series A Preferred Stock 498,500 100% Common Stock 18,517,830(3) 11.09% The Vanguard Group 100 Vanguard Boulevard Malvern, PA 19355 Common Stock 16,059,444(4) 10.81% Boston Partners One Beacon Street, 30th Floor Boston, MA 02108 Common Stock 9,542,325(5) 6.43% Ariel Investments, LLC 200 E. Randolph Street, Suite 2900 Chicago, IL 60601 Common Stock 9,341,132(6) 6.29% State Street Corporation 1 Congress Street, Suite 1 Boston, MA 02114 Common Stock 8,153,552(7) 5.49% Dimensional Fund Advisors LP 6300 Bee Cave Road, Building One Austin, TX 78746 Common Stock 7,894,069(8) 5.32% Fuller & Thaler Asset Management, Inc. 441 Borel Avenue, Suite 300 San Mateo, CA 94402 Common Stock 7,593,625(9) 5.11% (1) Percentage ownership based on the number of shares beneficially owned in each beneficial owner’s latest Schedule 13G filing divided by the number of shares of Common Stock outstanding as of April 8, 2025. 2025 PROXY STATEMENT | 41 (2) According to Schedule 13G/Afiled 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). (3) According to Schedule 13D/A filed with the SEC on November 27, 2024. CD&R Channel Holdings, L.P. (‘‘CD&R Channel Holdings’’) is the beneficial owner of 18,517,830 shares of common stock (with sole voting power with respect to 0 shares, shared voting power with respect to 18,517,830 shares, sole dispositive power with respect to 0 shares and shared dispositive power with respect to 18,517,830 shares). Shares reported represent shares of common stock issuable upon conversion of 498,500 shares of SeriesAPreferred Stock .CD&R Channel Holdings II, L.P. CD&R Investment Associates XII, Ltd. (‘‘CD&R Holdings GP’’) is the general partner of CD&R Channel Holdings and may be deemed to beneficially own the shares held by CD&R Channel Holdings, but expressly disclaims such beneficial ownership. Investment and voting decisions with respect to the shares held by CD&R Channel Holdings are made by majority vote of an investment committee of limited partners of CD&R Associates XII, L.P. (‘‘CD&R Associates’’) that consists of more than ten individuals, each of whom is also an investment professional of CD&R (the ‘‘Investment Committee’’). CD&R Holdings GP is the general partner of CD&R Associates. Each of CD&R Associates and each member of the Investment Committee expressly disclaim beneficial ownership of the shares held by the selling stockholder. CD&R Holdings GP is managed by a two-person board of directors. Donald J. Gogel and Nathan K. Sleeper, as the directors of CD&R Holdings GP, may be deemed to share beneficial ownership of the shares shown as beneficially owned by the selling stockholder. Such persons expressly disclaim such beneficial ownership. The address for CD&R Channel Holdings, CD&R Holdings GP and CD&R Associates is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, South Church Street, George Town, Grand Cayman, KY1-1104, Cayman Islands, British West Indies. (4) According to Schedule 13G/A filed with the SEC on February 13, 2024, The Vanguard Group, 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 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). (5) According to Schedule 13G/A filed with the SEC on February 14, 2025, Boston Partners, 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 9,542,325 shares (with sole voting power with respect to 7,718,946 shares, shared voting power with respect to 0 shares, sole dispositive power with respect to 9,542,325 shares and shared dispositive power with respect to 0 shares). (6) According to a Schedule 13G/A filed with the SEC on November 13, 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 9,341,132 shares (with sole voting power with respect to 8,329,058 shares, shared voting power with respect to 0 shares, sole dispositive power with respect to 9,341,132 shares and shared dispositive power with respect to 0 shares). (7) 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). (8) According to Schedule 13G filed with the SEC on October 31, 2024, Dimensional Fund Advisors LP, 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 7,894,069 shares (with sole voting power with respect to 7,640,645 shares, shared voting power with respect to 0 shares, sole dispositive power with respect to 7,894,069 shares and shared dispositive power with respect to 0 shares). (9) According to a Schedule 13G/A filed with the SEC on November 12, 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 7,593,625 shares (with sole voting power with respect to 7,475,254 shares, shared voting power with respect to 0 shares, sole dispositive power with respect to 7,593,625 shares and shared dispositive power with respect to 0 shares). 42 | 2025 PROXY STATEMENT Stock Ownership of Directors and Executive Officers The following table shows the ownership of Resideo common stock, as of April 8, 2025, 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 Shares of Common Stock(1) Rights to acquire Shares of Common Stock(2) Total(3) Percentage of Class Beneficially Owned Deferred Share Units(4) Non-Employee Directors Paul Deninger 59,339 — 59,339 * — Cynthia Hostetler 6,143 — 6,143 * 31,680 Brian Kushner 49,084 — 49,084 * — Jack Lazar 45,209 — 45,209 * 52,078 Nina Richardson 28,789 — 28,789 * 22,522 Andrew Teich 157,460 — 157,460 * 65,341 Nathan Sleeper — — — * — John Stroup — — — * — Sharon Wienbar 39,606 — 39,606 * 25,462 Kareem Yusuf 940 — 940 * 19,508 Named Executive Officers Jay Geldmacher(5) 405,056 237,035 642,091 * Mike Carlet 25,277 5,339 30,616 * Robert Aarnes 92,015 154,989 247,004 * Tom Surran 19,004 — 19,004 * Jeannine Lane 83,731 111,507 195,238 * Anthony Trunzo 270,045 111,078 381,123 * Dana Huth 57,328 — 57,328 * All Current Directors and Executive Officers as a Group (17 individuals) 1,511,241 739,819 2,251,060 1.5% 216,591 * Indicates that the percentage of beneficial ownership does not exceed 1%, based on 148,493,879 shares of Company common stock outstanding as of April 8, 2025. (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. Trunzo, this column includes 6,520 shares held by his sons. (2) This column includes shares of Company common stock that may be acquired under employee stock options that are exercisable as of April 8, 2025 or will become exercisable within 60 days thereafter and shares subject to RSUs that will vest within 60 days of April 8, 2025. 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, 2025. (4) Beneficial ownership excludes shares of deferred stock units credited to each individual non-employee director’s deferred stock account as of April 8, 2025. 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, 2025. 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. 2025 PROXY STATEMENT | 43 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 2024 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 2025 Annual Meeting of Shareholders pursuant to the executive compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2024 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. 44 | 2025 PROXY STATEMENT Proposal 3: Advisory Vote on the Frequency of Future Advisory Votes to Approve Executive Compensation We seek a non-binding vote from our shareholders on the frequency with which shareholders should have an opportunity to provide an advisory approval of our executive compensation program. Under the Dodd-Frank Act, we are required every six years to seek a non-binding advisory shareholder vote regarding the frequency of the submission to shareholders of an advisory vote to approve executive compensation. The Dodd-Frank Act specifies that shareholders be given the opportunity to vote on executive compensation every one, two or three years or abstain. For the reasons described below, we recommend that our shareholders select a frequency of one year (i.e. annually). Our Board believes that an annual advisory vote on executive compensation encourages a regular dialogue with our shareholders on corporate governance matters, including executive compensation. An annual shareholder vote allows our shareholders to provide us with direct and immediate feedback regarding the effectiveness of our compensation programs, and provides our Board and Compensation and Human Capital Management Committee with the opportunity to consider shareholder views as part of its regular compensation review. Our Board recommends that our shareholders select the ‘‘1 Year’’ option when voting on the frequency of advisory votes on executive compensation. Although the advisory vote is non-binding, our Board will review the results of the vote and take them into account in determining the frequency of advisory votes on executive compensation. The Board of Directors unanimously recommends a vote for ‘‘1 YEAR’’ on Proposal 3, on an advisory basis, relating to the frequency of the advisory vote to approve the compensation of the Company’s Named Executive Officers. 2025 PROXY STATEMENT | 45 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 2024: NAMED EXECUTIVE POSITION(S) Jay Geldmacher President and Chief Executive Officer Michael Carlet Executive Vice President, Chief Financial Officer Robert Aarnes President, ADI Global Distribution Tom Surran President, Products & Solutions Jeannine Lane Executive Vice President, General Counsel & Corporate Secretary Tony Trunzo(1) Former Executive Vice President, Chief Financial Officer Dana Huth(2) Former Executive Vice President, Chief Revenue Officer (1) Mr. Trunzo served as Executive Vice President, Chief Financial Officer until August 8, 2024, at which time he was appointed to a non-executive officer position of Senior Vice President, Executive Advisor, until his employment terminated March 15, 2025. (2) Mr. Huth served as Executive Vice President, Chief Revenue Officer until August 8, 2024, at which time he was appointed to a non-executive officer position of Senior Vice President, Chief Revenue Officer – P&S. 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 2024 utilized net revenue and operating income margin 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. 46 | 2025 PROXY STATEMENT Our Commitment to Compensation Best Practices As part of our executive compensation program, the Committee is committed to regularly reviewing and 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 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 to align incentives with shareholder interests Tie our incentive compensation programs to the metrics that we believe will drive shareholder value Use multiple performance metrics for our annual incentive plan with goals directly linked to our annual operating plan that drives our growth plan Ensure a significant portion of our NEOs’ compensation is variable and based on Company performance Grant PSUs that require above-median TSR (55th percentile) to earn the target level of shares Retain an independent compensation consultant, selected by the Committee, to advise on competitive compensation practices Require a double-trigger for any severance benefits to our NEOs provided in connection with a change in control of the Company 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 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 Shareholder Engagement Each year, we carefully consider the results of our shareholder say-on-pay vote from the preceding year. In 2024, approximately 80.5% of the votes cast supported our executive compensation decisions. The Committee considers the results of the annual advisory vote on executive compensation as a strong data point in its executive compensation decisions. 2025 PROXY STATEMENT | 47 In fall 2024, we reached out to 40 of our largest shareholders, representing approximately 81% of our outstanding shares, to gain a better understanding of their views regarding our executive compensation practices, and ultimately engaged with investors representing approximately 30% of our outstanding shares. Over the course of the shareholder meetings, we received valuable input and suggestions for potential adjustments to consider moving forward. Based in part upon feedback received through engagement with shareholders, the Committee chose to make some changes to the overall structure of compensation program. Feedback related to our executive compensation program and the changes implemented by the Committee in response are summarized below. 2024 SHAREHOLDER FEEDBACK REGARDING EXECUTIVE COMPENSATION SHAREHOLDER FEEDBACK • Overall, positive feedback on the long-term performance being heavily weighted in our LTI program, including a three-year performance period. • Discussion of metrics utilized in our performance stock units (PSUs), including the relative TSR metric and potential alternatives, such as adding a second performance metric. • Discussion of special equity awards granted in 2023. RESPONSIVENESS • Resideo will continue to utilize a pay for performance philosophy. • We have retained our weighting (at least 50%) of total compensation in the form of PSUs. • For 2025 PSU annual awards, one-half will be earned based on rTSR metrics and one-half will be earned based on achievement against average return on invested capital. • For 2025 PSU annual awards based on rTSR, we added a payout cap such that awards cannot be earned above target if our absolute TSR over the performance period is negative. • The Board and committees continue to consider and review all matters raised by shareholders during our engagement meetings. • The Compensation and Human Capital Management Committee remains committed to granting special awards in limited circumstances where it is in the best interest of shareholders and accompanied by transparent disclosure of the rationale, including most recently consideration of an announced CEO transition. 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 2024 compensation decisions. • A.O. Smith Corp. (AOS) • Itron, Inc. (ITRI) • Acuity Brands, Inc. (AYI) • Jeld-Wen Holdings, Inc. (JELD) • ADT Inc. (ADT) • Juniper Networks, Inc. (JNPR) • Alarm.com Holdings, Inc. (ALRM) • Lennox International Inc. (LII) • Allegion plc (ALLE) • NCR Corporation (VYX) • CommScope Holding Company, Inc. (COMM) • Owens Corning (OC) • Fortune Brands Home & Sec. (FBIN) • Pentair plc (PNR) • Generac Holdings, Inc. (GNRC) • Watsco, Inc. (WSO) 48 | 2025 PROXY STATEMENT In selecting the companies included in the 2024 peer group, management recommended and the Committee approved the removal of BlackBerry Limited and Netgear, Inc. from the 2023 list of peers, and the addition of CommScope Holding Company, Inc., Generac Holdings, Inc. and Jeld-Wen Holdings, Inc., which better align with the revenue, market capitalization and profile guidelines described above. 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. Management last conducted a full review of its compensation programs in 2023, and no material changes were made to the compensation programs in 2024. Based on this, management concluded that our incentive compensation plans do not create any material risks. 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 2024 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 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. 2025 PROXY STATEMENT | 49 Resideo’s 2024 Executive Compensation Program We have designed both short 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 • Our 2024 annual incentives were tied to achieving growth and profitability targets approved by the Board • Financial metrics for 2024 were net revenue and operating income margin, which represented 100% of the target incentive opportunity LONG-TERM INCENTIVES • 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 value for other NEOs, vesting annually over three years in equal, one-third installments; and • Performance share units (‘‘PSUs’’) representing 60% of the total LTI value for our CEO, and 50% of the total LTI value for other NEOs, with potential payout determined based on our total shareholder return measured against the total shareholder return of the companies in the S&P 600 Index (‘‘rTSR’’) The Committee approved a 2024 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 and are intended to directly align the interests of our NEOs with that of our shareholders. Our RSU awards further align the interests of our NEOs with our shareholders and provide a meaningful retention vehicle. 2024 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 program that will both retain and motivate our executives. At least annually, the Committee reviews the 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, including key elements of the compensation philosophy described above. For 2024, 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. Fiscal 2024 annual base salaries for the NEOs, including any change from the prior year, are reflected below: Name Title 2023 Base Salary 2024 Base Salary Percent Increase Jay Geldmacher President and Chief Executive Officer $1,066,000 $1,066,000 0% Michael Carlet(1) Executive Vice President, Chief Financial Officer N/A $ 575,000 N/A Robert Aarnes President, ADI Global Distribution $ 624,900 $ 643,700 3.0% Tom Surran(2) President, Products & Solutions $ 565,000 $ 565,000 0% Jeannine Lane Executive Vice President, General Counsel & Corporate Secretary $ 551,000 $ 567,600 3.0% Anthony Trunzo Former Executive Vice President, Chief Financial Officer $ 650,300 $ 669,900 3.0% Dana Huth Former Executive Vice President, Chief Revenue Officer $ 525,000 $ 540,800 3.0% (1) Mr. Carlet was appointed as EVP, Chief Executive Officer onAugust 9, 2024. Prior to his promotion, Mr. Carlet’s annual salary was $425,000. (2) Mr. Surran was appointed as President, Products & Solutions on December 5, 2023 and did not receive a salary increase in 2024. 50 | 2025 PROXY STATEMENT 2024 Annual Incentive Plan The fiscal 2024 annual incentive plan provided NEOs the opportunity to earn a cash bonus with a target amount equal to a specified percentage of the NEO’s base salary. Under the 2024 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 under both metrics is below threshold. If one metric is below threshold and the other is above threshold, the maximum payout is 100% of target. In determining the financial metrics used to set performance targets for the 2024 annual incentive compensation awards, the Committee considered, among other factors, the importance of a clear and direct link between our financial results and awards under our annual incentive plan. To that end, for 2024, the Committee selected financial metrics, consisting of reported Net Revenue and Operating Income as a percentage of Net Revenue (‘‘Operating Income Margin’’). Cash Flow From Operations, which was a metric used in the 2023 annual incentive plan was removed for 2024 to create intense focus on growth and margin. At the time the metrics were set for 2024, the Committee also determined that certain items not contemplated at that time would be excluded from the results determined after the end of the year, including the results of businesses acquired and divested during 2024, unanticipated legal settlements, restructuring and similar unusual events. The relative weighting of each financial metric and a definition of the metric is set forth below: Financial Metric Weighting Definition* Net Revenue (Constant Currency) 50% The aggregate transaction price recognized from satisfied performance obligations for the products and services provided to our customers net of discounts, rebates, other customer incentive programs, and gross customer returns. For purposes of this financial metric, net revenue is determined on a constant currency basis to remove the impact of foreign currency fluctuations. Operating Income Margin 50% Represents the ratio of operating income to revenue * 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, 2024. In setting the 2024 financial targets, the Committee was focused on our commitment to aligning executive compensation with the Company’s financial performance and strategic goals, and incentivizing behaviors aligned with shareholder interests. The Committee approved the measurement of revenue on a constant currency basis, which removes the impact of foreign currency fluctuations. The financial goals for 2024 were lower than the prior year because we made changes to our business that we expect will drive value. This was in part due to the sale of our Genesis business in October 2023, which would have contributed approximately $105 million in net revenue, anticipated customer impacts in the P&S business (an approximately $87 million headwind), exiting some lower priority markets for ADI, and the sale of our Herman Integrated Solution business, all of which the Committee took into consideration when establishing the 2024 performance metric targets. The operating income margin goal, which was set with competitive pricing pressures and inflationary headwinds expected, was also impacted by additional SG&A costs due to planned restructuring efforts in the business, but was flat as a percentage of sales relative to actual 2023 results when the costs associated with restructuring are excluded. Following the acquisition of Snap One in June 2024, the Committee considered the importance of an effective integration and, to incentivize leadership, the Committee modified the 2024 financial targets for the executive team for the period September 1, 2024 through December 31, 2024, to include the Snap One revenue and operating income margin forecasts in revised annual bonus plan goals for Mr. Aarnes and the other corporate officers to drive performance of this acquired business. In certifying the level of performance achieved for 2024, the Committee approved adjustments consistent with the types of items intended to be excluded when the metrics were set, which included unanticipated legal settlements, impacts of foreign exchange rates, and amounts related to restructuring, impairment and extinguishment costs that were not contemplated at the time the goals were originally determined. These adjustments resulted in a $32 million 2025 PROXY STATEMENT | 51 increase, $13 million decrease, and $19 million increase in revenue for total Resideo, ADI, and P&S respectively. Operating income margin increased by 50 bps, 10 bps, and 80 bps for total Resideo, ADI, and P&S, respectively. Financial Performance* For the Period January 1, 2024 – December 31, 2024 Total Company Financial Metrics* (Weight) Threshold ($M) Goal ($M) Maximum ($M) Actual ($M) Financial Performance % of Goal Financial Performance Payout % Weighted Payout % Net Revenue (Constant Currency)(50%) $5,886 $6,540 $7,194 $6.596 100.9% 109% 54% Operating Income Margin (50%) 7.5% 8.8% 10.1% 9.5% 107.5% 150% 75% Total Company 129.2% Financial Performance* For the Period January 1, 2024 – December 31, 2024 ADI Global Distribution Financial Metrics (Weight) Threshold ($M) Goal ($M) Maximum ($M) Actual ($M) Financial Performance % of Goal Financial Performance Payout % Weighted Payout % Net Revenue (Constant Currency) (50%) $3,580 $3,978 $4,376 $4,013 100.9% 104% 52% Operating Income Margin (50%) 5.2% 6.1% 7.0% 5.7% 93.7% 79% 40% ADI Total 92% Total Company 129.2% Weighted Total (50% ADI Total/50% Company Total) 110.5% Financial Performance* For the Period January 1, 2024 – December 31, 2024 Products & Solutions Financial Metrics* (Weight) Threshold ($M) Goal ($M) Maximum ($M) Actual ($M) Financial Performance % of Goal Financial Performance Payout % Weighted Payout % Net Revenue (Constant Currency) (50%) $2,306 $2,562 $2,818 $2,582 100.8% 108% 54% Operating Income Margin (50%) 15.4% 18.1% 20.8% 20.2% 112.0% 180% 90% Products and Solutions Total 143.9% Total Company 129.2% Weighted Total (50% Products and Solutions Total/50% Company Total) 136.6% * Actual results are reported at constant currency. The annual incentive plan financial metrics for our NEOs, other than Messrs. Aarnes, Surran and Carlet, 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. Surran’s annual incentive award were weighted 50% on the results of the Products & Solutions segment and 50% on Resideo’s consolidated results. The 2024 annual incentive for Mr. Carlet was based on the Snap One bonus plan metrics of Adjusted EBITDA, Contribution Margin and Control4 Connect Attach Rate and the financial results against those metrics for the period from January 1 through August 8, 2024 and for the period from August 9 through December 31, 2024 was based on the Resideo Bonus Plan metrics and Resideo consolidated financial results. 52 | 2025 PROXY STATEMENT To determine the actual 2024 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 2024 base salary rate. Base Salary × Target Bonus Percentage × Financial Performance Payout Percentage = Annual Incentive Cash Award NEO 2024 Base Salary Bonus Target % Financial Performance Payout Percentage Annual Incentive Cash Award Jay Geldmacher $1,066,000 150% 129.2% $2,065,908 Michael Carlet(1) $ 575,000 90.9% 73.2% $ 382,854 Robert Aarnes $ 643,700 100% 110.5% $ 711,289 Tom Surran $ 565,000 100% 136.6% $ 771,790 Jeannine Lane $ 567,600 80% 129.2% $ 586,671 Anthony Trunzo $ 669,900 100% 129.2% $ 865.511 Dana Huth $ 540,800 80% 131.1% $ 567,061 (1) Mr. Carlet’s bonus opportunity was increased from 85% to 100% at the time of his promotion to CFO. The annual incentive payout for Mr. Carlet reflects the proration of his bonus between performance against the Snap One bonus plan and the Resideo Bonus Plan for portions of the year. 2024 Long-Term Incentives The goal of our LTI plan is to align the compensation of our executives with the interests of shareholders by encouraging strong operational and financial performance that results in long-term shareholder value creation. 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 LTI 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 2024: CEO (% of Total LTI) Other NEOs (% of Total LTI) Performance Stock Units (PSUs) 60% 50% Restricted Stock Units (RSUs) 40% 50% Name 2024 LTI Award Target Value 2024 PSU Target Value 2024 RSU Target Value Jay Geldmacher $8,000,000 $4,800,000 $3,200,000 Michael Carlet(1) $ 400,000 $ 200,000 $ 200,000 Robert Aarnes $2,200,000 $1,100,000 $1,100,000 Tom Surran $2,000,000 $1,000,000 $1,000,000 Jeannine Lane $1,300,000 $ 650,000 $ 650,000 Anthony Trunzo $2,250,000 $1,125,000 $1,125,000 Dana Huth $1,500,000 $ 750,000 $ 750,000 (1) Mr. Carlet was appointed as our Chief Financial Officer on August 8, 2024 and received a prorated 2024 annual grant. The table above does not include the value of the Snap One equity awards he received in fiscal 2024 before the closing of the acquisition, which were assumed by Resideo in the acquisition. 2025 PROXY STATEMENT | 53 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. 2024 RSUs The annual RSUs awarded in 2024 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 PSUs The PSUs granted in 2024 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, 2024 through December 31, 2026. 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 2023. The comparator group used to determine a payout under 2024 PSU awards is the S&P 600 Index. Percentile Rank Payout as percent of Target shares* Threshold 25th 50% Target 55th 100% Maximum 75th 200% * Linear interpolations between points 2022 PSUs December 31, 2024 marked the end of the three-year performance period for PSUs granted in February 2022. Those PSUs vested based on the ranking of Resideo’s total shareholder return (‘‘TSR’’) over the three-year period from January 1, 2022 through December 31, 2024 as compared to the TSR of the companies in the S&P 400 Industrials Index over the same period. The total shares that could have been 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 46 out of the 66 companies in the S&P 400 Industrials Index, which represents a 30.77 percentile ranking, the 2022 PSU awards achieved a payout of 59.62% of the target award. Special Awards to Mr. Aarnes and Mr. Surran The Committee approved a special grant of $5 million in RSUs for Mr. Aarnes in February 2024 and a special grant of $3 million in RSUs for Mr. Surran in February 2025 for retention. Unlike the standard annual RSU awards, the special RSU awards vest 50% on each of the third and fourth anniversaries of the grant date and do not provide for continued vesting in the event of retirement. The Committee considered a variety of factors when making the decision to provide the special grants, including the outstanding leadership of Messrs. Aarnes and Surran in driving performance for their respective divisions, ADI and P&S. For Mr. Aarnes, the anticipated acquisition of Snap One, which expanded our smart technology portfolio and broadens our distribution capabilities across the residential and commercial markets, expanded his responsibilities significantly. In addition, the Committee felt Mr. Aarnes’ leadership was critical to the successful integration of the business. Mr. Surran, who was hired late in 2023, was tasked with a significant restructuring of the P&S business to drive great shareholder value. His focus on new product introduction has led to greater market adoption of our products while assuming additional leadership responsibilities for corporate innovation and revenue. These changes have also made his role more complex with the increase in responsibilities. The leadership demonstrated by each of these executives during periods of transition, their importance to the future of the organization, and the need to ensure their retention and business stability, were all important factors. Lastly, the total value of their outstanding equity in absolute and relative terms was considered in the Committee’s decision to make these special awards. 54 | 2025 PROXY STATEMENT Key Compensation Changes for 2025 For 2025, the Committee approved the redesign of our PSU program to include three-year average ROIC and three-year rTSR, each weighted equally and independent of one another with a maximum payout of 200% of the target award. This change in design was driven by shareholder engagement conversations, emphasizing the importance of linking compensation to financial results, while also maintaining a connection to stock price through rTSR. Additionally, the Committee approved a cap on the payout for the 2025 rTSR performance measure if the Company’s TSR is negative for the performance period. Under those circumstances, the maximum payout will be capped at 100% of the target award, regardless of the Company’s relative performance against the comparator group. Other Components of Our Compensation Program Severance Plan Each of our NEOs, other than Mr. Geldmacher, Mr. Trunzo and Mr. Huth, 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. The Committee 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 addition, 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. 2025 PROXY STATEMENT | 55 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 Starting in 2019, the Committee determined that all executive officers are encouraged to have an annual 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 2024, 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 December 2023, the Committee approved reimbursement of commuting costs for travel by Mr. Surran as President, Products & Solutions, from his home in California to the Company’s headquarters in Scottsdale, AZ. Reimbursement of such costs aligned with Mr. Surran’s original offer letter, which contemplated him remaining in California, avoided payment by the Company of relocation costs, and supported Mr. Surran’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, 2024, all executive officers have met the minimum stock ownership requirement. 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. 56 | 2025 PROXY STATEMENT Insider Trading Policy The Board has adopted an insider trading policy governing the purchase, sale, and other transactions in the Company's securities by directors, officers and employees of the Company, and by the Company itself. The Company believes its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable NYSE listing standards. The Company's insider trading policy is filed with the SEC as an exhibit to our Annual Report on Form 10-K. 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 $1 million. While the Committee considers this limitation on tax deductibility, its decisions regarding executive compensation are determined based on the philosophy and factors described above. Compensation and Human Capital Management Committee Report The Committee has reviewed and discussed with management the Company’s Compensation Discussion and Analysis included in this Proxy Statement. Based on this review and discussion, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and the Company’s Form 10-K for the year ended December 31, 2024. This report is provided by the following independent members of the Board, who comprise the Committee: Sharon Wienbar (Chair) Nina Richardson Andrew Teich Kareem Yusuf 2025 PROXY STATEMENT | 57 Summary Compensation Table The following table sets forth information concerning the compensation awarded to, earned by or paid to our NEOs during 2024. Officer Name Position Year Base Salary ($) Bonus ($)(1) Stock Awards ($)(2) Non-Equity Incentive Plan Compensation ($)(3) Changes in Pension Value and Non Qual. Deferred Comp Earnings ($)(4) All Other Compensation ($)(5) Total Compensation ($) Jay Geldmacher President & Chief Executive Officer 2024 1,066,000 — 11,846,817 2,065,908 — 22,132 15,000,857 2023 1,057,654 1,548,634 10,743,018 1,854,840 — 3,464 15,207.609 2022 1,025,712 — 10,380,918 1,164,375 — 4,403 12,575,407 Michael Carlet EVP, Chief Financial Officer 2024 482,692 — 473,351 382,854 — 6,167 1,345,064 Robert Aarnes President, ADI Global Distribution 2024 638,638 — 7,914,367 711,289 83,990 32,071 9,380,356 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 Tom Surran President, Productions & Solutions 2024 565,000 — 2,321,685 771,790 — 77,089 3,735,564 Jeannine Lane EVP, General Counsel & Corporate Secretary 2024 563,131 — 1,509,087 586,671 261,161 52,545 2,972,595 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 Anthony Trunzo Former EVP, Chief Financial Officer(6) 2024 664,623 — 2,611,915 865,511 6,177 55,783 4,204,010 2023 645,198 — 2,893,334 754,348 3,241 47,790 4,343,911 2022 625,684 — 2,815,717 473,513 — 46,496 3,961,409 Dana Huth Former EVP, Chief Revenue Officer(7) 2024 536,546 — 1,741,264 567,061 2,115 50,404 2,897,390 2023 509,048 — 1,921,957 487,200 954 37,625 2,956,785 (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. (2) Stock awards granted in 2024 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 2024, 2023, and 2022 and of the target level of the PSU awards for fiscal years 2024, 2023, and 2022. We calculated these amounts in accordance with the provisions of FASBASC Topic 718 utilizing the assumptions discussed in Note 10 of the Notes to the Financial Statements in the Company’s Form 10-K for the year ended December 31, 2024. Included in the amount reported for Mr. Aarnes for 2024 is the grant date value of an additional grant of RSUs issued on February 15, 2024, as described in more detail in the 2024 Long-Term Incentives section above. The grant date fair value of the 2024 RSUs and the grant date fair value of the 2024 PSUs, if target performance and maximum performance is achieved, are as follows: PSUs Name RSUs ($) Target ($) Maximum ($) Jay Geldmacher 3,430,713 8,416,104 16,832,208 Michael Carlet 192,612 280,739 561,478 Robert Aarnes 6,440,607 1,473,761 2,947,522 Tom Surran 981,907 1,339,779 2,679,558 Jeannine Lane 638,236 870,851 1,741,702 Anthony Trunzo 1,104,653 1,507,262 3,014,524 Dana Huth 736,430 1,004,834 2,009,668 58 | 2025 PROXY STATEMENT 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 2024 PSUs reflect the grant date fair value of the PSUs when granted based on the Monte Carlo simulation model using the assumptions shown in the table below: Grant Date Fair Value Volatility Risk Free Rate February 5, 2024 $22.79 45.94% 4.18% February 15, 2024 $35.26 47.58% 4.28% August 9, 2024 $26.56 47.32% 3.89% (3) The amounts in this column represent the total 2024, 2023, and 2022 annual incentive payments, as applicable, made to the NEOs as described in more detail above in the ‘‘Compensation Discussion & Analysis – Elements of Compensation’’ section of this Proxy Statement. The amount shown was paid shortly after the end of the respective fiscal year. (4) The amounts in this column represent the aggregate change in the present value of each NEO’s accumulated benefit under the Company’s pension plans (as disclosed in the Pension Benefits table below) and earnings on balances held in the non-qualified deferred compensation account of the executive. (5) The amounts reported in this column for 2024, 2023, and 2022 include costs for relocation benefits, including the cost of temporary housing, commuting costs, Company contributions under the 401(k) and deferred compensation plan, Company contributions to the executive’s health savings account, the cost of excess life and liability insurance, and costs for executive healthcare services. Name 401(k) Company Contributions ($) Deferred Compensation Plan Company Contributions ($) All Other ($)(a)(b) Jay Geldmacher — — 22,132 Michael Carlet 2,130 — 4,037 Robert Aarnes 23,000 — 9,071 Tom Surran 23,000 — 54,089 Jeannine Lane 23,000 16,419 13,126 Anthony Trunzo 23,000 23,524 9,259 Dana Huth 23,000 14,558 12,846 (a) Includes costs for executive healthcare services and excess life and liability insurance premiums paid by the Company. (b) Included in the amount reported for Mr. Surran is $46,385 in commuting expenses from his home in California to the Company headquarters in Arizona, which were reimbursed by the Company during 2024. In addition to the reported amounts, Mr. Geldmacher’s spouse was permitted to accompany him when he used a private jet for business travel, for which there was no incremental cost. (6) Effective August 9, 2024, Mr. Trunzo was appointed to a non-executive officer position as Senior Vice President, Executive Advisor until his employment terminated on March 15, 2025. (7) Effective August 9, 2024, the Board appointed Mr. Huth to a non-executive officer position as Senior Vice President, Chief Revenue Officer, Products & Solutions, a position he continues to hold. 2025 PROXY STATEMENT | 59 Grants of Plan-Based Awards — Fiscal Year 2024 The following table summarizes the grants of plan-based awards made to our NEOs during the fiscal year ended December 31, 2024. Estimated Future Payouts Under Non-Equity Incentive Plan Awards Estimated Future Payouts Under Incentive Plan Awards Officer Name Award Type Grant Date Threshold ($)(1) Target ($) Maximum ($) Threshold (#) Target (#) Maximum (#) All Other Stock Awards (#) Grant Date Fair Value of Stock and Option Awards ($/sh.) Jay Geldmacher AIP(2) 799,500 1,599,000 3,198,000 — — — — — RSU(3) 02/15/2024 — — — — — — 159,124 3,430,713 PSU(4) 02/15/2024 — — — 119,343 238,687 477,374 — 8,416,104 Michael Carlet AIP(2) 261,453 522,905 1,045,810 — — — — — RSU(3) 08/09/2024 — — — — — — 10,570 192,612 PSU(4) 08/09/2024 — — — 5,285 10,570 21,140 — 280,739 Robert Aarnes AIP(2) 321,850 643,700 1,287,400 — — — — — RSU(3) 02/05/2024 — — — — — — 64,667 1,080,101 PSU(4) 02/05/2024 — — — 32,333 64,667 129,334 — 1,473,761 RSU(5) 02/15/2024 — — — — — — 248,632 5,350,506 Tom Surran AIP(2) 282,500 565,000 1,130,000 — — — — — RSU(3) 02/05/2024 — — — — — — 58,788 981,907 PSU(4) 02/05/2024 — — — 29,394 58,788 117,576 — 1,339,779 Jeannine Lane AIP(2) 227,040 454,080 908,160 — — — — — RSU(3) 02/05/2024 — — — — — — 38,212 638,236 PSU(4) 02/05/2024 — — — 19,106 38,212 76,424 — 870,851 Anthony Trunzo AIP(2) 334,950 669,900 1,339,800 — — — — — RSU(3) 02/05/2024 — — — — — — 66,137 1,104,653 PSU(4) 02/05/2024 — — — 33,068 66,137 132,274 — 1,507,262 Dana Huth AIP(2) 216,320 432,640 865,280 — — — — — RSU(3) 02/05/2024 — — — — — — 44,091 736,430 PSU(4) 02/05/2024 — — — 22,045 44,091 88,182 — 1,004,834 (1) Represents the payment received for the minimum level of performance required to earn a payout under the plan for 2024. (2) Annual incentive plan (‘‘AIP’’) compensation awarded under the Resideo Bonus Plan for the 2024 performance year, which are paid in early 2025. (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 EquityAwards at 2024 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, 2024 through December 31, 2026 and will pay out in February 2027 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 shown 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 February 15, 2027, and February 15, 2028. 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. 60 | 2025 PROXY STATEMENT Outstanding Equity Awards at 2024 Fiscal Year-End The following table summarizes information regarding outstanding equity awards held by our NEOs as of December 31, 2024. Option Awards Stock Awards Officer Name Grant Date Notes Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Option Price ($) Unexercised Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value* of Shares or Units That Have Not Vested ($) Jay Geldmacher 5/28/2020 (1) 237,035 — 6.63 5/27/2027 — — 2/9/2022 (2) — — — — 43,787 1,009,290 2/14/2023 (3) — — — — 112,103 2,583,974 2/14/2023 (4) — — — — 252,233 5,813,971 2/15/2024 (5) — — — — 159,124 3,667,808 2/15/2024 (6) — — — — 238,687 5,501,735 Total 237,035 — — — 805,934 18,576,779 Michael Carlet 6/14/2024 (7) — — — — 2,497 57,556 6/14/2024 (8) — — — — 24,039 554,099 6/14/2024 (9) — — — — 34,667 799,074 6/14/2024 (10) — — — — 4,588 105,753 6/14/2024 (11) — — — — 20,282 467,500 6/14/2024 (12) — — — — 34,666 799,051 8/9/2024 (13) — — — — 10,570 243,639 8/9/2024 (14) — — — — 10,570 243,639 Total — — 141,879 3,270,311 Robert Aarnes 2/20/2020 (15) 154,989 — 10.27 2/19/2027 — — 12/14/2020 (16) — — — — 50,000 1,152,500 2/9/2022 (2) — — — — 15,052 346,949 2/14/2023 (3) — — — — 38,535 888,232 2/14/2023 (4) — — — — 57,803 1,332,359 2/5/2024 (17) — — — — 64,667 1,490,574 2/5/2024 (18) — — — — 64,667 1,490,574 2/15/2024 (19) — — — — 248,632 5,730,968 Total 154,989 — — — 539,356 12,432,156 Tom Surran 12/5/2023 (20) 19,712 454,362 2/5/2024 (17) 58,788 1,355,063 2/5/2024 (18) 58,788 1,355,063 Total 137,288 3,164,488 Jeannine Lane 2/11/2019 (21) 35,398 — 24.39 2/10/2026 — — 2/20/2020 (15) 76,109 10.27 2/19/2027 — — 2/9/2022 (2) — — — — 8,894 205,007 2/14/2023 (3) — — — — 22,770 524,849 2/14/2023 (4) — — — — 34,156 787,296 2/5/2024 (17) — — — — 38,212 880,787 2/5/2024 (18) 38,212 880,787 Total 111,507 — — — 142,244 3,278,724 Anthony Trunzo 6/8/2020 (22) 111,078 — 9.86 6/7/2027 — — 2/9/2022 (2) — — — — 15,394 354,832 2/14/2023 (3) — — — — 39,411 908,424 2/14/2023 (4) — — — — 59,117 1,362,647 2/5/2024 (17) — — — — 66,137 1,524,458 2/5/2024 (18) — — — — 66,137 1,524,458 Total 111,078 — — — 246,196 5,674,818 Dana Huth 2/9/2022 (2) — — — — 8,894 205,007 2/14/2023 (3) — — — — 22,770 524,849 2/14/2023 (4) — — — — 34,156 787,296 12/7/2023 (23) — — — — 7,309 168,472 2/5/2024 (17) — — — — 44,091 1,016,298 2/5/2024 (18) — — — — 44,091 1,016,298 Total — — — — 161,311 3,718,219 2025 PROXY STATEMENT | 61 * Based on the closing stock price for Resideo stock on December 31, 2024 ($23.05). (1) These non-qualified stock options were granted May 28, 2020 and are fully vested. (2) These remaining RSUs vested on February 9, 2025. (3) The remaining RSUs vest in equal installments on February 14, 2025, and February 14, 2026. (4) 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. (5) These RSUs were awarded on February 15, 2024 and vest in equal installments on February 15, 2025, February 15, 2026 and February 15, 2027. (6) These PSUs were awarded on February 15, 2024 and can be earned after the end of the three-year performance period ending on December 31, 2026. 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. (7) These RSUs were issued upon conversion of previous Snap One stock awards on the date of the acquisition of Snap One and vested in full on February 5, 2025. (8) These RSUs were issued upon conversion of previous Snap One stock awards on the date of the acquisition of Snap One and vest in equal installments on February 15, 2025 and February 15, 2026. (9) These RSUs were issued upon conversion of previous Snap One stock awards on the date of the acquisition of Snap One and vest in equal installments on February 15, 2025, February 15, 2026 and February 15, 2027. (10) These RSUs were issued upon conversion of previous Snap One stock awards on the date of the acquisition of Snap One and vest in equal quarterly installments until fully vested on February 15, 2026. (11) These RSUs were issued upon conversion of previous Snap One stock awards on the date of the acquisition of Snap One and vest in equal quarterly installments until fully vested on February 15, 2027. (12) These RSUs were issued upon conversion of previous Snap One stock awards on the date of the acquisition of Snap One and vest as to one-fourth of the shares on the first anniversary of the grant date and then in equal quarterly installments until fully vested on February 15, 2028. (13) These RSUs were awarded on August 9, 2024 and vest in equal installments on August 9, 2025, August 9, 2026 and August 9, 2027. (14) These PSUs were awarded on August 9, 2024 and can be earned after the end of the three-year performance period ending on December 31, 2026. 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. (15) These non-qualified stock options were granted on February 20, 2020, and are fully vested. (16) These RSUs vest in full on December 14, 2025. (17) These RSUs were awarded on February 5, 2024 and vest in equal installments on February 5, 2025, February 5, 2026 and February 5, 2027. (18) These PSUs were awarded on February 5, 2024 and can be earned after the end of the three-year performance period ending on December 31, 2026. 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. (19) These RSUs were awarded on February 15, 2024 and vest in equal installments on February 15, 2027 and February 15, 2028. (20) These RSUs vest in equal installments on December 5, 2025 and December 5, 2026. (21) These non-qualified stock options were granted February 11, 2019, and are fully vested. (22) These non-qualified stock options were granted June 8, 2020 and are fully vested. (23) These remaining RSUs vest in full on December 7, 2025. 62 | 2025 PROXY STATEMENT Option Exercises and Stock Vested — Fiscal Year 2024 The following table summarizes information regarding stock options exercised by the NEOs during the fiscal year ended December 31, 2024 and RSU and PSU awards that vested during that same period. Option Awards Stock Awards Officer Name # of Shares Acquired on Exercise (#) Value Realized on Exercise ($) Number of Shares Acquired on Vesting (#)(1) Value Realized on Vesting ($)(2) Jay Geldmacher — — 264,665 5,479,034 Michael Carlet — — 6,344 140,464 Robert Aarnes 98,829 598,550 73,866 1,509,765 Tom Surran — — 9,856 268,872 Jeannine Lane — — 41,871 853,191 Anthony Trunzo — — 198,578 4,042,097 Dana Huth — — 48,591 977,740 (1) Represents the total number of RSUs that vested during 2024 before share withholding for taxes, including PSUs granted in 2022, which achieved a payment of 59.62% of the target shares for the performance period ended December 31, 2024, and were settled in February 2025. (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 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 Plan Names Early Retirement Eligible? Number of Years of Credited Service (#) Present Value of Accumulated Benefits ($) Payments During Last Fiscal Year ($) Robert Aarnes Resideo Technologies Inc. Pension Plan (Qualified component) Yes 12.0 112,019 — Resideo Technologies Inc. Supplemental Pension Plan (Non-Qualified component) 12.0 333,554 — Total 445,573 — Jeannine Lane Resideo Technologies Inc. Pension Plan (Qualified component) Yes 30.3 569,511 — Resideo Technologies Inc. Supplemental Pension Plan (Non-Qualified component) 30.3 1,166,374 — Total 1,735,885 — 2025 PROXY STATEMENT | 63 Summary Information • 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 DESCRIPTION OF PENSION BENEFITS/FORMULA Mr. Aarnes • Mr. Aarnes’ pension benefits under the RPP and the SPP are determined under the 3% REP formula. Ms. Lane • Ms. Lane’s pension benefits under the RPP and the SPP are determined under the 6% REP formula. Nonqualified Deferred Compensation Officer Name Executive Contributions in 2024 ($)(1) Registrant Contributions in 2024 ($)(2) Aggregate Earnings in 2024 ($)(3) Aggregate Withdrawals and Distributions in 2024 ($) Aggregate Balance at the End of Fiscal Year 2024 ($)(4) Jeannine Lane 16,894 16,419 2,225 — 75,264 Anthony Trunzo 46,524 23,524 6,177 — 210,004 Dana Huth 16,096 14,558 2,115 — 72,279 (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 2025 for the 2024 calendar year. (3) The amounts in this column represent changes in the NEO’s account balance, including dividends and interest, during 2024. (4) Of the balance shown, the following amounts were reported in the Summary Compensation Table for 2024: Ms. Lane $16,419, Mr. Trunzo $23,524 and Mr. Huth $14,558; and the following amounts were reported in the Summary Compensation Table for years prior to 2024: 2023: Mr. Trunzo - $23,298 and Mr. Huth - $11,810; and in 2022, Mr. Trunzo - $45,177. 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. 64 | 2025 PROXY STATEMENT 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. In addition, executive officers may also participate in the SSP component to defer eligible 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 CFO, and transition letter agreements with our CEO, Mr. Trunzo and Mr. Huth, 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. Letter Agreements with Jay Geldmacher, President and Chief Executive Officer On November 7, 2024, the Company announced Mr. Geldmacher’s intention to retire following a CEO transition period. In order to effectuate a smooth transition for the Company and the new CEO, the Board and Mr. Geldmacher agreed that Mr. Geldmacher will remain employed by the Company in the role of Senior Vice President, Executive Advisor, a non-officer role, for a period of six months following the date the new CEO commences employment as CEO or through September 30, 2025, whichever is later. During this transition period, Mr. Geldmacher will continue to receive his current annual base salary and be eligible for an annual incentive plan payout, including for 2025, which will be pro-rated and paid at target in the event the transition period ends during fiscal 2025. Mr. Geldmacher will also receive a pro-rated payout of his unvested restricted stock units and performance stock units, with vesting of the restricted stock units accelerated to the date of separation and pro-ration reflecting Mr. Geldmacher’s service through his separation from the Company. During the transition period, Mr. Geldmacher will continue to be eligible for the excess liability insurance benefit and annual executive physical program; however, effective immediately, he will no longer be covered under the Severance Plan. Pursuant to the terms of his original offer letter, 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. Employment Agreement with Michael Carlet, Executive Vice President, Chief Financial Officer The Company entered into an employment agreement with Mr. Carlet, effectiveAugust 9, 2024, in connection with his appointment as Chief Financial Officer. Pursuant to the agreement, Mr. Carlet is eligible to receive an annual base salary of $575,000, subject to annual adjustment. Mr. Carlet has a target annual incentive compensation opportunity equal to 100% of his annual base salary. Mr. Carlet’s 2024 annual bonus was pro-rated as follows: (1) for the period January 1, 2024 through August 8, 2024, his target bonus percentage was 85% and payout for this period was based on the Snap One bonus plan metrics and Snap One financial results; and (2) for the period from August 9, 2024 2025 PROXY STATEMENT | 65 through December 31, 2024, his target bonus percentage was 100% and payout for this period was based on the Resideo Bonus Plan metrics and Resideo financial results. Beginning in 2025, Mr. Carlet will be eligible for annual long-term incentive awards targeted at $2,000,000, which may consist of time-based restricted stock units and performance-based restricted stock units, or some combination thereof. Mr. Carlet received an initial equity award with a grant date value of $400,000 on August 9, 2024, 50% of which was issued as restricted stock units and 50% of which was issued as performance-based restricted stock units with measurements and goals as implemented for the Resideo executive team. The restricted stock units will vest at a rate of one third of the shares on each of the first, second, and third anniversaries of the grant date, provided in all cases Mr. Carlet continues to be employed by Resideo on such vesting date. Letter Agreement with Anthony Trunzo, Former Senior Vice President Executive Advisor The Company entered into an employment agreement with Mr. Trunzo, effective August 9, 2024, in connection with his transition to ExecutiveAdvisor. Pursuant to the agreement, Mr. Trunzo’s annual base salary remained unchanged at $669,900. His target incentive compensation opportunity remained unchanged at 100% of his base salary earnings during the year. In his new role, Mr. Trunzo was no longer eligible for annual long-term incentive compensation grants. Mr. Trunzo’s employment as Executive Advisor terminated on March 15, 2025, entitling him to severance under his employment agreement, pursuant to which he is eligible for severance under the Severance Pay Plan for Designated Executive Employees (the ‘‘Executive Severance Plan’’). In addition, the agreement provided that, since he was involuntarily terminated other than for ‘‘cause’’ (as that term is defined in the Executive Severance Plan) within 12 months of August 9, 2024, and so long as he remains in compliance with the terms of his intellectual property agreement and the noncompete agreement, he is eligible for eighteen months of salary continuation. Under the standard terms of the Executive Severance Plan, participants are eligible for 9 months of salary continuation and are not eligible for enhanced severance benefits in the event of a change in control. Letter Agreement with Dana Huth, Senior Vice President, Chief Revenue Officer, Products & Solutions The Company entered into an employment agreement with Mr. Huth, effective August 9, 2024, in connection with his transition to Chief Revenue Officer - P&S. Pursuant to the agreement, Mr. Huth’s annual base salary remained unchanged at $540,800. His target incentive compensation opportunity remained unchanged at 80% of his base salary earnings during the year, and his annual long-term incentive compensation target remains $1,500,000, intended to be 50% time based restricted stock units and 50% performance-based restricted stock units. Mr. Huth is eligible for severance under the Executive Severance Plan. In the event he is involuntarily terminated other than for ‘‘cause’’ (as that term is defined in the Executive Severance Plan) within 12 months of August 9, 2024, and so long as he remains in compliance with the terms of his intellectual property agreement and the noncompete agreement, he shall be eligible for eighteen months of salary continuation (instead of, and not in addition to, the 9 months of salary continuation provided for in the Executive Severance Plan). Thereafter, he will be subject to the standard terms of the Executive Severance Plan. 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 66 | 2025 PROXY STATEMENT 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. 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 the event of an involuntary termination or termination for good reason within 24 months of a CIC, 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. 2025 PROXY STATEMENT | 67 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, 2024. 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. Because Mr. Trunzo’s employment terminated March 15, 2025, he is only included in the table below for the scenario applicable to his separation, which was a termination by the Company without cause, and the amounts shown for him reflect the actual payments and benefits he is entitled to receive as a result of his termination. 68 | 2025 PROXY STATEMENT Payments and Benefits Named Executive Officer Termination by the Company Without Cause ($)(A) Death ($) Disability ($) Change-in-Control– No Termination of Employment ($) Change-in-Control– Termination of Employment by Company, Without Cause, by NEO for Good Reason ($) Cash Severance(1) (Base Salary) Jay Geldmacher — — — — — Michael Carlet 862,500 — — — 1,150,000 Robert Aarnes 965,550 — — — 1,287,400 Tom Surran 847,500 — — — 1,130,000 Jeannine Lane 851,400 — — — 1,135,200 Anthony Trunzo 1,004,850 — — — — Dana Huth 811,200 — — — 811,200 Annual Incentive Compensation(2) –Year of Termination Jay Geldmacher — — — — — Michael Carlet — — — — 1,150,000 Robert Aarnes — — — — 1,287,400 Tom Surran — — — — 1,130,000 Jeannine Lane — — — — 908,160 Anthony Trunzo — — — — — Dana Huth — — — — — Outstanding Equity Awards(3) Jay Geldmacher — 23,118,643 23,118,643 — 23,118,643 Michael Carlet — 3,270,311 3,270,311 — 3,270,311 Robert Aarnes — 13,472,979 13,472,979 — 13,472,979 Tom Surran — 3,164,488 3,164,488 — 3,164,488 Jeannine Lane — 3,893,767 3,893,767 — 3,893,767 Anthony Trunzo — — — — — Dana Huth — 4,333,262 4,333,262 — 4,333,262 Benefits(4) Jay Geldmacher — — — — — Michael Carlet 24,737 — — — 32,983 Robert Aarnes 26,222 — — — 34,963 Tom Surran 22,581 — — — 30,107 Jeannine Lane 16,654 — — — 22,206 Anthony Trunzo 26,222 — — — — Dana Huth 26,222 — — — 26,222 Total Jay Geldmacher — 23,118,643 23,118,643 — 23,118,643 Michael Carlet 887,237 3,270,311 3,270,311 — 5,603,294 Robert Aarnes 991,772 13,472,979 13,472,979 — 16,082,741 Tom Surran 870,081 3,164,488 3,164,488 — 5,454,596 Jeannine Lane 868,054 3,893,767 3,893,767 — 5,959,333 Anthony Trunzo 1,031,072 — — — — Dana Huth 837,422 4,333,262 4,333,262 — 5,170,684 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. (1) Severance amounts in the event of involuntary termination not related to a CIC represent a cash payment equal to 18 months of annual base salary for NEOs other than Mr. Geldmacher, Mr. Trunzo and Mr. Huth, and represents a cash payment equal to 12 months of annual base salary for Mr. Huth. Pursuant to the transition agreements between Mr. Geldmacher, Mr. Trunzo and Mr. Huth and the Company, these NEOs are no longer covered under the Severance Plan, so no cash (salary), annual incentive or health benefits are included in the table above for circumstances involving a termination following a Change in Control, except that Mr. Huth would be entitled to the same severance as he would receive under the Executive Severance Plan for an involuntary termination unrelated to a CIC. Severance amounts reported for other named executives 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 2025 PROXY STATEMENT | 69 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. 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, 2024 and the payment date, the NEO would be entitled to receive the payout if the NEO signs a release. (2) 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. (3) Amounts represent the intrinsic value of RSUs and PSUs as of December 31, 2024 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 $23.05, the closing price of Resideo common stock on December 31, 2024. (4) 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 2024, our last completed fiscal year: • the annual total compensation of our median employee was $47,057; and • the annual total compensation of our CEO as reported in the Summary Compensation Table of this proxy statement on page 58 was $15,000,857. Based on this information, for 2024, 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 319 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 2024, we considered our global population as of October 1, 2024 (the ‘‘Measurement Date’’). As of the Measurement Date, our total global employee population (excluding our CEO) consisted of approximately 14,628 individuals. Total U.S. Employees 4,101 Total Non-U.S. Employees 10,527 (no exemptions utilized) Total Global Workforce 14,628 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 2024, 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 ended December 31, 2024, 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, 2024. 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. 70 | 2025 PROXY STATEMENT Pay Versus Performance Under the rules of the Dodd-Frank Wall Street Reform and Consumer ProtectionAct, 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 58 and CEO and other NEO performance year compensation tables shown on pages 52 and 53, 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(1) Year 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: Net Income Operating Income Margin(6) Total Shareholder Return(4) S&P 600 Total Shareholder Return(5) 2024 — $15,000,857 — $20,935,069 $4,089,163 $6,343,168 $193 $138 $116,000,000 7.70% 2023 — $15,207,609 — $15,077,967 $3,741,970 $4,017,606 $158 $129 $210,000,000 9.60% 2022 — $12,575,407 — ($ 3,523,691) $3,610,970 ($1,990,076) $138 $113 $283,000,000 10.48% 2021 — $14,103,270 — $16,023,137 $3,977,809 $5,726,287 $218 $137 $242,000,000 9.84% 2020 $3,906,587 $ 4,697,966 $3,659,863 $12,432,207 $3,191,673 $6,198,341 $178 $110 $ 37,000,000 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 2024 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, RobertAarnes, and Travis Merrill. Resideo’s other, non-CEO, NEOs for fiscal 2022 wereAnthony Trunzo, Phillip Theodore, RobertAarnes, and Jeannine Lane. Resideo’s other, non-CEO, NEOs for fiscal 2023 wereAnthony Trunzo, Phillip Theodore, RobertAarnes, Jeannine Lane, and Dana Huth. Resideo’s other, non-PEO, NEOs for fiscal 2024 were Anthony Trunzo, Robert Aarnes, Jeannine Lane, Dana Huth, Michael Carlet, and Tom Surran. 2025 PROXY STATEMENT | 71 (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 2024 (CEO 2) 2024 (Avg. Non-CEO NEO) SCT Reported Total Compensation $15,000,857 $4,089,163 (i) Aggregate SCT Reported Equity Compensation (-) $11,846,817 $2,761,945 (ii) Year-End Fair Value of Awards Granted During the FY & Outstanding (+) $12,427,621 $4,231,881 (iii) Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Outstanding (+) $ 5,118,537 $ 721,136 (iv) Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+) $ 0 $ 23,621 (v) Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Vesting During Covered FY (+) $ 234,871 $ 98,220 (vi) Prior FYE Value of Awards Determined to Fail to Meet Vesting Conditions During Covered FY (-) $ 0 $ 0 (vii) Year-Over-Year Change in Deferred Benefits and Pension Value (-) $ 0 $ 58,907 (viii) Current Year Pension Service Costs (+) $ 0 $ 0 Compensation Actually Paid Determination $20,935,069 $6,343,168 (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 Resideo S&P 400 Industrials Index S&P 600 Index 2024 $193 $194 $138 2023 $158 $172 $129 2022 $138 $132 $113 2021 $218 $150 $137 2020 $178 $116 $110 (6) Calculation of Operating Income Margin, as adjusted for incentive compensation purposes, is described under ‘‘Compensation Discussion and Analysis — Elements of Compensation — 2024 Annual Incentive Plan’’ above. 72 | 2025 PROXY STATEMENT 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 five completed fiscal years. -$10m -$5m $0m $5m $10m $15m $20m $25m $30m $35m $40m 2024 2023 2022 2021 2020 Compensation Actually Paid Compensation Actually Paid vs. TSR $3.7m $12.4m $6.2m $16.0m $5.7m $(3.5)m $(2.0)m $15.1m $4.0m $20.9m $6.3m Total Shareholder Return (Value of Fixed $100 Investment) -$100 -$50 $0 $50 $100 $150 $200 $250 $300 $350 $400 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 Industrials Total Shareholder Return -$10m -$5m $0m $5m $10m $15m $20m $25m $30m $35m $40m 2024 2023 2022 2021 2020 Compensation Actually Paid Compensation Actually Paid for CEO 1 Compensation Actually Paid for CEO 2 Average Compensation Actually Paid for Non-CEO NEOs Compensation Actually Paid vs. Net Income $3.7m $12.4m $16.0m $5.7m $(3.5)m $(2.0)m $15.1m $4.0m $20.9m $6.3m Net Income Net Income -$100m -$50m $0m $50m $100m $150m $200m $250m $300m $350m $6.2m 2025 PROXY STATEMENT | 73 -$10m -$5m $0m $5m $10m $15m $20m $25m $30m $35m $40m 2024 2023 2022 2021 2020 Compensation Actually Paid Compensation Actually Paid for CEO 1 Compensation Actually Paid for CEO 2 Average Compensation Actually Paid for Non-CEO NEOs Compensation Actually Paid vs. Operating Income % $3.7m $12.4m $6.2m $16.0m $5.7m $(3.5)m $(2.0)m $15.1m $4.0m $20.9m $6.3m Operating Income % Operating Income % -4.00% -2.00% 0.00% 2.00% 4.00% 6.00% 8.00% 10.00% 12.00% 14.00% Performance Metrics to Link Executive Compensation Actually Paid with Company Performance Provided below are the most important financial measures used to link compensation actually paid with Resideo performance during the most recently completed fiscal year: Operating Income Margin* Constant Currency Net Revenue* Relative Total Shareholder Return * As used in our annual incentive plan for fiscal 2024, each measure was adjusted as described above under ‘‘Compensation Discussion and Analysis — Elements of Compensation — 2024 Annual Incentive Plan. See the ‘‘Compensation Discussion and Analysis’’ above and published in Resideo’s historical proxy statements for additional detail on executive compensation actions. 74 | 2025 PROXY STATEMENT Equity Compensation Plan Information As of December 31, 2024, information about equity compensation plans is as follows: Plan Category Number of Shares to be Issued Upon Exercises of Outstanding Options, Warrants and Rights (a) Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights (b)($) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) Equity compensation plans approved by security holders 8,425,318(1) 14.34 11,378,075(2) Equity compensation Plans not approved by security holders — — — Total 8,425,318 14.34 11,378,075 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) Includes 1,005,510 shares underlying stock options, 5,739,586 shares underlying RSUs and 1,680,222 shares underlying PSUs (assuming target). (2) Includes 8,791,096 shares available for future issuance under the Resideo Technologies, Inc. 2018 Stock Incentive Plan, 2,027,281 shares available for future issuance under the Resideo Technologies, Inc. Employee Stock Purchase Plan, 409,692 shares available for future issuance under the 2018 Stock Plan for Non-Employee Directors of Resideo Technologies, Inc., and 150,006 shares available for future issuance under the Resideo Technologies UK ShareBuilder Plan. 2025 PROXY STATEMENT | 75 Proposal 4: 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 2025. Deloitte served as the independent auditor of Resideo during 2024. 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 4, to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2025. 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. 76 | 2025 PROXY STATEMENT 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 (‘‘PCAOB’’) regarding the audit firm’s communications with the Audit Committee concerning independence, (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, 2024, for filing with the SEC. In addition, theAudit Committee has approved, subject to shareholder ratification, the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2025. The Audit Committee Jack Lazar (Chair) Paul Deninger Brian Kushner 2025 PROXY STATEMENT | 77 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 $100,000 for any one service; the Chair is required to report any pre-approval decisions to the Audit Committee at its next scheduled meeting. All services set forth in the following table below were approved by the Audit Committee before being rendered. Audit and Non-Audit Fees The following table shows fees for professional services rendered by Deloitte for the years ended December 31, 2024 and 2023. 2024 ($) 2023 ($) Description of Services Audit Fees 6,181,912 5,562,002 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 — 17,352 Social security opinion reports Tax Fees — 39,083 Fees pertaining to international tax compliance and global trade advisory services. All Other Fees 1,895 2,058 DART Subscription Total 6,183,807 5,620,495 78 | 2025 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 stock at the close of business on the record date, April 8, 2025, you are eligible to vote at the annual meeting. For each matter presented for vote, holders of common stock have one vote for each share, and holders of SeriesAPreferred Stock will vote on an as-converted to common stock basis, meaning that the holders of Series A Preferred Stock will be entitled to an aggregate of 18,517,830 votes. 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 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/REZI2025, 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 3, 2025, 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. 2025 PROXY STATEMENT | 79 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 4) 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/REZI2025. 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.Avirtual 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/ REZI2025 • 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/REZI2025. • 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/REZI2025 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/ REZI2025 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. 80 | 2025 PROXY STATEMENT 6. What constitutes a ‘‘quorum’’ for the meeting? Aquorum is a majority of the voting power of the outstanding shares that are entitled to vote as of the record date present at the meeting or represented by proxy. Abstentions and broker non-votes count as present at the meeting for purposes of determining 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, 2025, the record date for the meeting, Resideo had 148,493,879 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. In addition, there were 498,500 outstanding shares of Series A Preferred Stock at the close of business on April 8, 2025. The holders of Series A Preferred Stock will vote on an as-converted to common stock basis, meaning that the holders of Series A Preferred Stock will be entitled to an aggregate of 18,517,830 votes for each director nominee and each of the other proposals to be voted on. The common stock and Series A Preferred Stock will vote together as a single class on the director nominees and each of the other proposals. 2025 PROXY STATEMENT | 81 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 VOTE REQUIRED TO ADOPT THE PROPOSAL EFFECT OF ABSTENTIONS AND BROKER NON-VOTES Proposal 1—Election of Directors For, Against or Abstain on each nominee FOR each nominee Majority of votes cast for such nominee (more votes ‘‘For’’ than ‘‘Against’’) None. Proposal 2—Advisory Vote to Approve Executive Compensation For, Against or Abstain FOR Majority of voting power represented at the annual meeting and entitled to vote on the proposal Abstentions are treated as votes against. Broker non-votes have no effect. Proposal 3—Advisory Vote on the Frequency of Future Advisory Votes to Approve Executive Compensation 1 Year, 2 Years, 3 Years or Abstain 1 YEAR The frequency that receives the highest number of votes will be considered the advisory vote of shareholders None. Proposal 4—Ratification of Appointment of Independent Registered Public Accounting Firm For, Against or Abstain FOR Majority of voting power represented at the annual meeting and entitled to vote on the proposal Abstentions are treated as votes against. Brokers have discretion to vote on this item. 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 3, 2025): • 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. 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. 82 | 2025 PROXY STATEMENT 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 2024 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 $14,000, 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. 2025 PROXY STATEMENT | 83 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, Inc., 16100 N 71st St., Suite 550, Scottsdale, AZ 85254, Attention: Investor Relations. Although it is not possible to respond to each shareholder, your comments are appreciated and help us to understand your concerns. 15. When are the 2026 shareholder proposals due? To be considered for inclusion in the Company’s 2026 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, 2025. 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 2026 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 6, 2026, and no earlier than February 4, 2026. Address all notices of intention to present proposals at the 2026 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 2026 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 6, 2026. 16. How may I obtain a copy of Resideo’s 2024 Annual Report on Form 10-K and proxy materials? If you would like to receive paper or e-mail copies of our 2024 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 2025 annual meeting may be made by calling 1-800-579-1639, and must be made by May 22, 2025 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 mass mailings; product complaints and product inquiries; new product or technology suggestions; job inquiries and resumes; advertisements or solicitations; surveys; spam and overly hostile, threatening, potentially illegal or similarly unsuitable communications. 84 | 2025 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, 2025 2025 PROXY STATEMENT | 85 [THIS PAGE INTENTIONALLY LEFT BLANK] BR76118Y-0425-COMBO