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- Departure of CEO (new) — Current CEO Jay Geldmacher will resign upon appointment of new CEO at separation closing, though this was previously disclosed in November 2024 agreement.
Resideo names Thomas Surran CEO, files Form 10 for ADI spin-off as separation nears
Filed May 11, 2026 · Period ending May 6, 2026 · ~1 min read
Key Changes
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Thomas Surran, currently President of Products and Solutions segment, appointed President and CEO effective upon completion of ADI separation. Current CEO Jay Geldmacher will retire and serve as advisor for six months.
Item 5.02 verify on EDGAR → -
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ADI Global Distribution filed Form 10 registration statement for spin-off. Resideo conducting lender meetings starting May 11 to secure financing for both companies post-separation.
Item 7.01 verify on EDGAR → -
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Two directors (Nathan Sleeper, Cynthia Hostetler) and three officers (Robert Aarnes, Michael Carlet, Jeannine Lane) resigning upon separation closing to join ADI. Two new directors appointed: Andrew Campelli (CD&R partner) and Thomas Surran.
Item 5.02 verify on EDGAR → -
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Separation remains subject to closing conditions including final board approval, completion of financing, tax opinion or IRS ruling, and regulatory approvals.
Item 7.01 verify on EDGAR →
Summary
Resideo is executing the final steps toward spinning off its ADI Global Distribution business. The company named Thomas Surran, a 15-year veteran who has led the Products and Solutions segment since 2023, as its next CEO effective when the separation closes. Current CEO Jay Geldmacher will retire as planned and advise for six months.
ADI filed its Form 10 registration statement on May 11, a critical milestone that makes the spin-off public and sets the stage for ADI to trade independently. The leadership shuffle is orderly: five executives are moving to ADI (including two board members), while Resideo adds two new directors including a CD&R partner. Resideo is now in active lender meetings to finalize financing for both entities post-separation.
The deal still requires board approval, completed financing, a favorable tax ruling, and regulatory clearance—standard but meaningful hurdles. Retail holders should watch for the separation closing date and details of Resideo's post-spin capital structure. The financing terms and any changes to leverage or dividend policy will determine how the smaller, focused Resideo is positioned. The Form 10 and lender presentations (exhibits 99.2 and 99.3) contain critical details worth reviewing when available.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On May 6, 2026, Nathan Sleeper and Cynthia Hostetler each notified the Board of Directors (the “Board”) of Resideo Technologies, Inc. (the “Company” or “Resideo”) of their intention to resign as directors of the Company, effective upon and subject to consummation of the proposed separation (the “Separation”) of the Company’s ADI global distribution business, which will operate as ADI Global Distribution Inc. (“ADI”). Each of Mr. Sleeper and Ms. Hostetler’s decision to resign from the Board is not the result of any disagreement relating to the Company’s operations, policies or practices.
Two directors, Nathan Sleeper and Cynthia Hostetler, will resign effective upon completion of the ADI separation. The resignations are not due to any disagreements with the company, and both directors are expected to join the ADI board after the separation. They will continue serving on Resideo's board until the separation closes.
Added in current filing · verify on EDGAR →
On May 6, 2026, ... the Board, upon the recommendation of its Nominating and Governance Committee, approved the appointment of Mr. Campelli to serve as a director of the Company, effective upon consummation of the Separation. ... Also on May 6, 2026, the Board, upon the recommendation of its Nominating and Governance Committee, approved the appointment of Thomas Surran to serve as a director of the Company, effective upon consummation of the Separation.
Two new directors appointed effective upon separation closing: Andrew Campelli, a partner at Clayton Dubilier & Rice LLC (designated by CD&R Stockholder to replace Sleeper), and Thomas Surran. Campelli will receive standard non-employee director compensation, while no additional compensation is contemplated for Surran.
Added in current filing · verify on EDGAR →
On May 6, 2026, Robert Aarnes, Michael Carlet and Jeannine Lane each notified the Board of their intention to resign as officers of the Company, effective upon consummation of the Separation. Each of Messrs. Aarnes and Carlet and Ms. Lane’s decision to resign is not the result of any disagreement relating to the Company’s operations, policies or practices.
Three officers (Robert Aarnes, Michael Carlet, and Jeannine Lane) will resign effective upon separation closing, with no disagreements cited. All three are expected to become officers of ADI after the separation and will continue in their current roles at Resideo until then.
Added in current filing · verify on EDGAR →
On May 6, 2026, the Board, upon the recommendation of its Nominating and Governance Committee, approved the appointment of Thomas Surran as President and Chief Executive Officer of the Company, effective upon the completion of the Separation. Mr. Surran, 63, has served as President of the Products and Solutions segment of the Company since 2023.
Thomas Surran, currently President of the Products and Solutions segment since 2023, will become President and CEO effective upon separation closing. He previously held senior roles at FLIR Systems including COO. Current CEO Jay Geldmacher will retire and serve in an advisory capacity for six months after the transition.
Added in current filing · verify on EDGAR →
Pursuant to the Geldmacher Agreement, Mr. Geldmacher will retire as President and Chief Executive Officer following the date the Company appoints a new Chief Executive Officer upon consummation of the Separation, after which time Mr. Geldmacher will serve in an advisory capacity for six months.
Jay Geldmacher will retire as President and CEO upon Surran's appointment at separation closing, then serve as advisor for six months. This transition was previously disclosed in prior 8-Ks and the 10-K, with the original agreement dated November 6, 2024.
Event · Item 7.01 — Regulation FD Disclosure
Item 7.01 — Regulation FD Disclosure filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On May 11, 2026, the Company issued a press release announcing the public filing by ADI of a registration statement on Form 10 relating to the Separation and including details of the expected board of directors and officers of ADI.
Resideo disclosed that ADI has publicly filed a Form 10 registration statement in connection with the planned separation (spin-off) of ADI from Resideo. The Form 10 includes details about ADI's expected board of directors and officers. This is a significant procedural milestone toward completing the separation transaction.
Added in current filing · verify on EDGAR →
Beginning on May 11, 2026, the Company plans to hold a series of lender meetings in connection with the Separation and related financing needs of both the Company and ADI.
Resideo is conducting lender meetings starting May 11, 2026 to address financing needs for both Resideo and ADI related to the separation. This indicates the company is actively working to secure the capital structure necessary to complete the spin-off transaction.
Event · Item 9.01 — Financial Statements and Exhibits
Item 9.01 — Financial Statements and Exhibits filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
99.1 | Press release dated May 11, 2026. | 99.2 Resideo Technologies, Inc. Lender Presentation, dated May 11, 2026. 99.3 ADI Global Distribution Inc. Lender Presentation, dated May 11, 2026.
The company disclosed three exhibits: a press release and two lender presentations (one for Resideo and one for ADI Global Distribution). Lender presentations typically accompany debt financing, refinancing, or covenant discussions. The inclusion of a separate presentation for ADI Global Distribution suggests potential transaction or financing activity involving that entity. Without access to the actual exhibits, the specific nature and materiality cannot be determined, but the filing signals engagement with lenders.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 8, 2026 · How we verify