{"filing":{"accession_number":"0001213900-26-084882","cik":"0002105139","ticker":"ADIG","company_name":"ADI GLOBAL DISTRIBUTION INC.","form":"8-K","filing_date":"2026-08-04","report_date":"2026-07-31","primary_document":"ea0300190-8k_adiglobal.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/2105139/000121390026084882/ea0300190-8k_adiglobal.htm"},"events":[{"id":23540,"run_id":21279,"accession_number":"0001213900-26-084882","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"summary":"ADI Global Distribution Inc. completed a spin-off separation from Resideo Technologies, Inc. on August 4, 2026, whereby Resideo distributed 100% of ADI's outstanding common stock to Resideo shareholders on a pro rata basis (one ADI share per two Resideo shares). The separation involved definitive agreements (Employee Matters, Tax Matters, Transition Services, Intellectual Property, Registration Rights, and Shareholders Agreements), debt financing ($400 million senior notes and $600 million term facility), and ADI's transition to an independent publicly traded company listed on NYSE under ticker 'ADIG.'","company_name":"ADI GLOBAL DISTRIBUTION INC.","ticker":"ADIG","filing_date":"2026-08-04","form":"8-K","submitted_at":null,"items":[{"id":23793,"accession_number":"0001213900-26-084882","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This Item 1.01 discloses ADI's entry into a Separation and Distribution Agreement with Resideo on July 31, 2026, pursuant to which ADI's business will be separated from Resideo and distributed to Resideo shareholders. The filing also documents related definitive agreements (Employee Matters, Tax Matters, Transition Services, Intellectual Property Matters Agreements with Resideo, and Registration Rights and Shareholders Agreements with CD\u0026R entities) and debt financing arrangements ($400 million senior notes and $600 million term facility) executed in connection with the separation. This constitutes a material change of control and restructuring transaction that fundamentally alters the company's ownership and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T10:33:17.770743+00:00","company_name":"","ticker":null,"filing_date":""},{"id":23794,"accession_number":"0001213900-26-084882","item_number":"2.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Item 2.03 incorporates Item 1.01 by reference, which describes the spin-off separation of ADI Global Distribution Inc. from Resideo Technologies, Inc. The information statement details the creation of a new publicly traded company through a pro rata distribution of ADI shares to Resideo stockholders, constituting a material change of control and restructuring of the registrant's capital structure. This is a material acquisition/disposition event involving the separation and creation of a direct financial obligation structure for the newly independent entity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T10:33:17.770743+00:00","company_name":"","ticker":null,"filing_date":""},{"id":23796,"accession_number":"0001213900-26-084882","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Item 3.03 incorporates by reference modifications to security holder rights arising from the spin-off separation of ADI Global Distribution Inc. from Resideo Technologies, Inc. The information statement describes a pro rata distribution of 100% of ADI common stock to Resideo shareholders (one ADI share per two Resideo shares), which constitutes a material change of control and capital structure event. The spin-off is a form of corporate separation and restructuring that materially modifies shareholder rights and ownership interests, triggering disclosure under Item 3.03 and cross-referenced Items 1.01 and 5.03 regarding the Shareholders Agreement and amended certificate of incorporation.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T10:33:17.770743+00:00","company_name":"","ticker":null,"filing_date":""},{"id":23797,"accession_number":"0001213900-26-084882","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This Item 5.01 discloses a material change in control of ADI Global Distribution Inc. through a spin-off separation from Resideo. On August 3, 2026, ADI transitioned from being a wholly-owned subsidiary of Resideo to an independent public company trading on the NYSE under symbol \"ADIG.\" The distribution involved a pro rata distribution of 100% of ADI's outstanding common stock to Resideo shareholders (one ADI share for every two Resideo shares held as of July 20, 2026), along with an exchange of preferred stock. This constitutes a material change of control and separation transaction that fundamentally alters the registrant's ownership structure and independence.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T10:33:17.770743+00:00","company_name":"","ticker":null,"filing_date":""},{"id":23801,"accession_number":"0001213900-26-084882","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses completion of a spin-off separation of ADI Global Distribution Inc. from Resideo Technologies, Inc. on August 4, 2026. This is a material change of control and corporate restructuring event where Resideo distributed 100% of ADI's outstanding shares to Resideo stockholders on a pro rata basis (one ADI share for every two Resideo shares held as of July 20, 2026). The press release announcement of completion is furnished under Item 7.01, and the accompanying information statement details the separation structure, financial data ($4.8 billion in ADI revenues for 2025), and ADI's listing on NYSE under ticker \"ADIG.\"","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T10:33:17.770743+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":23541,"run_id":21279,"accession_number":"0001213900-26-084882","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"ADI issued 150,000 shares of Series A Cumulative Convertible Participating Preferred Stock to Resideo on August 3, 2026, in an unregistered transaction relying on Section 4(a)(2) of the Securities Act as part of the spin-off separation transaction.","company_name":"ADI GLOBAL DISTRIBUTION INC.","ticker":"ADIG","filing_date":"2026-08-04","form":"8-K","submitted_at":null,"items":[{"id":23795,"accession_number":"0001213900-26-084882","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"ADI issued 150,000 shares of Series A Cumulative Convertible Participating Preferred Stock to Resideo on August 3, 2026, in an unregistered transaction relying on Section 4(a)(2) of the Securities Act. This is a dilutive issuance of preferred equity securities that are convertible, issued without public registration. The transaction is material as it represents a significant capital structure event in connection with the Spin-Off separation from Resideo.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T10:33:17.770743+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":23542,"run_id":21279,"accession_number":"0001213900-26-084882","anchor_item_number":"5.02","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.92,"summary":"ADI appointed eight directors (including Christine Gorjanc, William Galvin, Cynthia Hostetler, Michael Kaufmann, Stephen O. LeClair, Nathan Sleeper, and Brian Walker) and six executive officers (Robert Aarnes as President and CEO, Michael Carlet as CFO, Jeannine Lane as General Counsel, Alicia Copeland as COO, Marco Cardazzi as Chief Merchandising Officer, and James Olender as CIO) effective upon consummation of the separation on August 3, 2026.","company_name":"ADI GLOBAL DISTRIBUTION INC.","ticker":"ADIG","filing_date":"2026-08-04","form":"8-K","submitted_at":null,"items":[{"id":23798,"accession_number":"0001213900-26-084882","item_number":"5.02","item_title":null,"event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"The filing discloses the appointment of eight directors to the Board of ADI Global Distribution Inc. effective upon consummation of the Separation, including Christine Gorjanc (appointed July 29, 2026), William Galvin, Cynthia Hostetler, Michael Kaufmann, Stephen O. LeClair, Nathan Sleeper, and Brian Walker, along with the appointment of six executive officers (Robert Aarnes as President and CEO, Michael Carlet as CFO, Jeannine Lane as General Counsel, Alicia Copeland as COO, Marco Cardazzi as Chief Merchandising Officer, and James Olender as CIO). While the Item 5.02 section also addresses compensatory arrangements and committee assignments, the principal disclosed action centers on the appointment of these individuals to their roles in the newly separated company, making exec_appointment the most salient classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T10:33:17.770743+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":23543,"run_id":21279,"accession_number":"0001213900-26-084882","anchor_item_number":"5.03","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"summary":"ADI amended its certificate of incorporation and bylaws effective August 3, 2026, in connection with the spin-off separation from Resideo, establishing the company's capital structure (including Series A Preferred Stock) and governance framework as a standalone publicly traded entity.","company_name":"ADI GLOBAL DISTRIBUTION INC.","ticker":"ADIG","filing_date":"2026-08-04","form":"8-K","submitted_at":null,"items":[{"id":23799,"accession_number":"0001213900-26-084882","item_number":"5.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"Item 5.03 discloses amendments to ADI's certificate of incorporation and bylaws, effective August 3, 2026, in connection with the spin-off separation from Resideo. While the Item itself is a routine governance filing, the context reveals this is part of a material corporate restructuring—the creation of a new publicly traded company through a pro rata distribution. The amended charter and bylaws establish ADI's capital structure (including Series A Preferred Stock) and governance framework as a standalone entity. This is a governance event (charter and bylaw amendments) that, while administrative in form, is material to investors given the spin-off context and the establishment of ADI's independent corporate structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T10:33:17.770743+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":23544,"run_id":21279,"accession_number":"0001213900-26-084882","anchor_item_number":"5.05","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"summary":"ADI adopted a Code of Conduct effective August 3, 2026, in connection with the spin-off distribution, a routine governance formality accompanying the corporate separation.","company_name":"ADI GLOBAL DISTRIBUTION INC.","ticker":"ADIG","filing_date":"2026-08-04","form":"8-K","submitted_at":null,"items":[{"id":23800,"accession_number":"0001213900-26-084882","item_number":"5.05","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"Item 5.05 discloses adoption of a Code of Conduct effective August 3, 2026, in connection with the spin-off distribution. While the adoption of a code of ethics is a governance matter, the disclosure is routine and administrative in nature—the code itself is available on the company's website. This is a standard governance formality accompanying a corporate separation, not a material amendment or waiver that would affect investor assessment of the company's governance or operations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T10:33:17.770743+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":23545,"run_id":21279,"accession_number":"0001213900-26-084882","anchor_item_number":"8.01","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"summary":"ADI's Board adopted Corporate Governance Guidelines effective August 3, 2026, in connection with the separation, a routine administrative governance matter.","company_name":"ADI GLOBAL DISTRIBUTION INC.","ticker":"ADIG","filing_date":"2026-08-04","form":"8-K","submitted_at":null,"items":[{"id":23802,"accession_number":"0001213900-26-084882","item_number":"8.01","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"Item 8.01 discloses adoption of Corporate Governance Guidelines by the Board effective August 3, 2026, in connection with the Separation. While the separation itself is a material M\u0026A event, this specific Item 8.01 disclosure concerns only the adoption of governance guidelines—a routine administrative governance matter. The guidelines are made available on the company's website but do not constitute part of the 8-K filing. This is a governance-related disclosure that does not rise to materiality on its own.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T10:33:17.770743+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":23793,"accession_number":"0001213900-26-084882","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This Item 1.01 discloses ADI's entry into a Separation and Distribution Agreement with Resideo on July 31, 2026, pursuant to which ADI's business will be separated from Resideo and distributed to Resideo shareholders. The filing also documents related definitive agreements (Employee Matters, Tax Matters, Transition Services, Intellectual Property Matters Agreements with Resideo, and Registration Rights and Shareholders Agreements with CD\u0026R entities) and debt financing arrangements ($400 million senior notes and $600 million term facility) executed in connection with the separation. This constitutes a material change of control and restructuring transaction that fundamentally alters the company's ownership and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T10:33:17.770743+00:00","company_name":"ADI GLOBAL DISTRIBUTION INC.","ticker":"ADIG","filing_date":"2026-08-04"},{"id":23794,"accession_number":"0001213900-26-084882","item_number":"2.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Item 2.03 incorporates Item 1.01 by reference, which describes the spin-off separation of ADI Global Distribution Inc. from Resideo Technologies, Inc. The information statement details the creation of a new publicly traded company through a pro rata distribution of ADI shares to Resideo stockholders, constituting a material change of control and restructuring of the registrant's capital structure. This is a material acquisition/disposition event involving the separation and creation of a direct financial obligation structure for the newly independent entity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T10:33:17.770743+00:00","company_name":"ADI GLOBAL DISTRIBUTION INC.","ticker":"ADIG","filing_date":"2026-08-04"},{"id":23795,"accession_number":"0001213900-26-084882","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"ADI issued 150,000 shares of Series A Cumulative Convertible Participating Preferred Stock to Resideo on August 3, 2026, in an unregistered transaction relying on Section 4(a)(2) of the Securities Act. This is a dilutive issuance of preferred equity securities that are convertible, issued without public registration. The transaction is material as it represents a significant capital structure event in connection with the Spin-Off separation from Resideo.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T10:33:17.770743+00:00","company_name":"ADI GLOBAL DISTRIBUTION INC.","ticker":"ADIG","filing_date":"2026-08-04"},{"id":23796,"accession_number":"0001213900-26-084882","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Item 3.03 incorporates by reference modifications to security holder rights arising from the spin-off separation of ADI Global Distribution Inc. from Resideo Technologies, Inc. The information statement describes a pro rata distribution of 100% of ADI common stock to Resideo shareholders (one ADI share per two Resideo shares), which constitutes a material change of control and capital structure event. The spin-off is a form of corporate separation and restructuring that materially modifies shareholder rights and ownership interests, triggering disclosure under Item 3.03 and cross-referenced Items 1.01 and 5.03 regarding the Shareholders Agreement and amended certificate of incorporation.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T10:33:17.770743+00:00","company_name":"ADI GLOBAL DISTRIBUTION INC.","ticker":"ADIG","filing_date":"2026-08-04"},{"id":23797,"accession_number":"0001213900-26-084882","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This Item 5.01 discloses a material change in control of ADI Global Distribution Inc. through a spin-off separation from Resideo. On August 3, 2026, ADI transitioned from being a wholly-owned subsidiary of Resideo to an independent public company trading on the NYSE under symbol \"ADIG.\" The distribution involved a pro rata distribution of 100% of ADI's outstanding common stock to Resideo shareholders (one ADI share for every two Resideo shares held as of July 20, 2026), along with an exchange of preferred stock. This constitutes a material change of control and separation transaction that fundamentally alters the registrant's ownership structure and independence.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T10:33:17.770743+00:00","company_name":"ADI GLOBAL DISTRIBUTION INC.","ticker":"ADIG","filing_date":"2026-08-04"},{"id":23798,"accession_number":"0001213900-26-084882","item_number":"5.02","item_title":null,"event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"The filing discloses the appointment of eight directors to the Board of ADI Global Distribution Inc. effective upon consummation of the Separation, including Christine Gorjanc (appointed July 29, 2026), William Galvin, Cynthia Hostetler, Michael Kaufmann, Stephen O. LeClair, Nathan Sleeper, and Brian Walker, along with the appointment of six executive officers (Robert Aarnes as President and CEO, Michael Carlet as CFO, Jeannine Lane as General Counsel, Alicia Copeland as COO, Marco Cardazzi as Chief Merchandising Officer, and James Olender as CIO). While the Item 5.02 section also addresses compensatory arrangements and committee assignments, the principal disclosed action centers on the appointment of these individuals to their roles in the newly separated company, making exec_appointment the most salient classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T10:33:17.770743+00:00","company_name":"ADI GLOBAL DISTRIBUTION INC.","ticker":"ADIG","filing_date":"2026-08-04"},{"id":23799,"accession_number":"0001213900-26-084882","item_number":"5.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"Item 5.03 discloses amendments to ADI's certificate of incorporation and bylaws, effective August 3, 2026, in connection with the spin-off separation from Resideo. While the Item itself is a routine governance filing, the context reveals this is part of a material corporate restructuring—the creation of a new publicly traded company through a pro rata distribution. The amended charter and bylaws establish ADI's capital structure (including Series A Preferred Stock) and governance framework as a standalone entity. This is a governance event (charter and bylaw amendments) that, while administrative in form, is material to investors given the spin-off context and the establishment of ADI's independent corporate structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T10:33:17.770743+00:00","company_name":"ADI GLOBAL DISTRIBUTION INC.","ticker":"ADIG","filing_date":"2026-08-04"},{"id":23800,"accession_number":"0001213900-26-084882","item_number":"5.05","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"Item 5.05 discloses adoption of a Code of Conduct effective August 3, 2026, in connection with the spin-off distribution. While the adoption of a code of ethics is a governance matter, the disclosure is routine and administrative in nature—the code itself is available on the company's website. This is a standard governance formality accompanying a corporate separation, not a material amendment or waiver that would affect investor assessment of the company's governance or operations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T10:33:17.770743+00:00","company_name":"ADI GLOBAL DISTRIBUTION INC.","ticker":"ADIG","filing_date":"2026-08-04"},{"id":23801,"accession_number":"0001213900-26-084882","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses completion of a spin-off separation of ADI Global Distribution Inc. from Resideo Technologies, Inc. on August 4, 2026. This is a material change of control and corporate restructuring event where Resideo distributed 100% of ADI's outstanding shares to Resideo stockholders on a pro rata basis (one ADI share for every two Resideo shares held as of July 20, 2026). The press release announcement of completion is furnished under Item 7.01, and the accompanying information statement details the separation structure, financial data ($4.8 billion in ADI revenues for 2025), and ADI's listing on NYSE under ticker \"ADIG.\"","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T10:33:17.770743+00:00","company_name":"ADI GLOBAL DISTRIBUTION INC.","ticker":"ADIG","filing_date":"2026-08-04"},{"id":23802,"accession_number":"0001213900-26-084882","item_number":"8.01","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"Item 8.01 discloses adoption of Corporate Governance Guidelines by the Board effective August 3, 2026, in connection with the Separation. While the separation itself is a material M\u0026A event, this specific Item 8.01 disclosure concerns only the adoption of governance guidelines—a routine administrative governance matter. The guidelines are made available on the company's website but do not constitute part of the 8-K filing. This is a governance-related disclosure that does not rise to materiality on its own.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-04T10:33:17.770743+00:00","company_name":"ADI GLOBAL DISTRIBUTION INC.","ticker":"ADIG","filing_date":"2026-08-04"}]}