REZI Resideo Technologies Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Resideo Technologies, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

76118Y104

(CUSIP Number)

CD&R Channel Holdings, L.P.

c/o Clayton, Dubilier & Rice, LLC

Attention: Rima Simson

375 Park Ave, New York NY 10152

(212) 407-5227

with a copy to:

Uri Herzberg

Debevoise & Plimpton LLP

66 Hudson Blvd E

New York, New York 10001

Telephone: (212) 909-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 27, 2024

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box ☐.

Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 76118Y104

CUSIP No. 76118Y104

CUSIP No. 76118Y104

CUSIP No. 76118Y104

EXPLANATORY NOTE

PREAMBLE

This Amendment No. 1 amends the Statement on Schedule 13D (“Schedule 13D”) initially filed on June 24, 2024 with the Securities and Exchange Commission by (i) CD&R Channel Holdings, L.P., a Cayman Islands exempted limited partnership (“CD&R Holdings”), (ii) CD&R Investment Associates XII, Ltd., a Cayman Islands exempted company (“CD&R Investment Associates”) and (iii) CD&R Associates XII, L.P. (“CD&R Associates”).

Item 2 of the Schedule 13D is hereby amended and restated as follows.

(a)-(c) This Schedule 13D is filed jointly on behalf of (i) CD&R Channel Holdings II, L.P., a Cayman Islands exempted limited partnership (“CD&R Holdings II” and, together with CD&R Holdings, CD&R Investment Associates and CD&R Associates, the “Reporting Persons”), (ii) CD&R Holdings, (iii) CD&R Investment Associates and (iv) CD&R Associates. The Reporting Persons have entered into a Joint Filing Agreement, dated as of November 27, 2024, a copy of which is attached hereto as Exhibit 99.7.

The address for each of the Reporting Persons 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.

The shares of Preferred Stock are held directly by CD&R Holdings, which is wholly owned by CD&R Holdings II. CD&R Investment Associates is the general partner of CD&R Holdings II and CD&R Associates. Investment and voting decisions with respect to the securities are made by an investment committee of limited partners of CD&R Associates.

To the knowledge of the Reporting Persons, the name, business address, citizenship, and principal occupation or employment of each director and officer of each of the Reporting Persons, and any other information concerning the Reporting Persons and other persons and entities as to which such information is required to be disclosed in response to General Instruction C to Schedule 13D are set forth in Schedule A to the Schedule 13D and incorporated herein by this reference.

(d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) CD&R Holdings II, CD&R Holdings, CD&R Investment Associates and CD&R Associates are organized under the laws of the Cayman Islands.

Item 3 of the Schedule 13D is hereby amended and supplemented by inserting the following at the end thereof.

The purchase of shares of Common Stock contemplated to be made by CD&R Holdings II pursuant to the Master Confirmation Agreement (as defined below in “Item 4. Purpose of Transaction.”) is expected to be made using one of more of the Reporting Persons’ or their respective affiliates’ cash on hand from capital contributions from its partners and cash dividends received in respect of Preferred Stock. The amount of funds to purchase shares of Common Stock pursuant to the Master Confirmation Agreement will be up to a specified cap amount for each portion of shares of Common Stock to be purchased under the Master Confirmation Agreement and relevant trade notification (each, a “Tranche”), which payment obligations are guaranteed by Clayton, Dubilier & Rice Fund XII, L.P. and certain of its affiliated funds.

Item 4 of the Schedule 13D is hereby amended and restated as follows.

As of the date of this filing, pursuant to the Investment Agreement among the Issuer, CD&R Holdings and Clayton, Dubilier & Rice Fund XII, L.P. (solely for the purpose of the limited provisions therein) (the “Investment Agreement”) and the Certificate of Designations, Preferences and Rights of Series A Cumulative Convertible Participating Preferred Stock of the Issuer (the “Certificate of Designations”) (each, as described below in “Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.”), the Issuer’s board of directors (the “Board”) has appointed the Purchaser Designees (as defined in the Investment Agreement), Nathan K. Sleeper, the Chief Executive Officer of Clayton, Dubilier & Rice, LLC (“CD&R”), and John Stroup, a partner of CD&R, to serve as directors of the Issuer until the 2025 annual meeting of stockholders of the Issuer. In their capacity as directors of the Issuer, Messrs. Sleeper and Stroup or any successor Purchaser Designee may take an active role in working with the Issuer’s management on operational, financial and strategic initiatives.

On November 27, 2024, CD&R Holdings II entered into an agreement (the “Master Confirmation Agreement”) with UBS AG, London Branch (“UBS”), represented by UBS Securities LLC as its agent, pursuant to which CD&R Holdings II has agreed to purchase shares of Common Stock from UBS, as further described in Item 6 below.

Other than as described above or in Item 6, each of the Reporting Persons reports that neither it nor, to its knowledge, any of the other persons named in Item 2 of this Schedule 13D, currently has any plan or proposal which relates to, or may result in, any of the matters listed in Items 4(a)-(j) of this Schedule 13D, although each Reporting Person expects to evaluate on an ongoing basis the Issuer’s financial condition and prospects and its interest in, and intentions with respect to, a variety of transactions that could create shareholder value, including business combinations, acquisitions and refinancing opportunities. Accordingly, each Reporting Person reserves the right to change its plans and intentions at any time, as it deems appropriate.

In particular, each Reporting Person may, subject to the limitations set forth in the Investment Agreement (as described below in “Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.”) and the Master Confirmation Agreement, at any time and from time to time, in privately negotiated transactions, open market purchases or otherwise, acquire additional or all securities of the Issuer; dispose of all or a portion of the securities of the Issuer that the Reporting Persons now own or may hereafter acquire; and/or enter into derivative transactions with institutional counterparties with respect to the Issuer’s securities. The Reporting Persons anticipate that they may purchase shares of Common Stock in the open market in the near future, subject to market conditions and the terms of the Investment Agreement and the Master Confirmation Agreement. In addition, the Reporting Persons may, subject to the limitations set forth in the Investment Agreement, engage in discussions with management, the Board, other stockholders of the Issuer and other relevant parties concerning the business, operations, Board composition, management, strategy and future plans of the Issuer. Pursuant to the Investment Agreement, CD&R Holdings is entitled to designate nominees to the Board, which will afford access to, and participation in, deliberations of the Board regarding the business, operations, Board composition, management, strategy and future plans of the Issuer.

As a result of these activities, and subject to the limitations set forth in the Investment Agreement, one or more of the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management, or capital structure of the Issuer as a means of enhancing shareholder value. Such suggestions or positions may include one or more plans or proposals that relate to or would result in any of the actions required to be reported herein, including, without limitation, such matters as disposing of one or more businesses; selling the Issuer or acquiring another company or business; changing operating or marketing strategies; adopting, not adopting, modifying, or eliminating certain types of anti-takeover measures; restructuring the Issuer’s capitalization; reviewing dividend and compensation policies; entering into agreements with third parties relating to acquisitions of securities issued or to be issued by the Issuer; entering into agreements with the management of the Issuer relating to acquisitions of shares by members of management, issuance of equity awards to management, or their employment by the Issuer.

Except as described in Item 6 of this Schedule 13D which is incorporated herein by reference, the Reporting Persons have no present plans or proposals that relate to or would result in any of the actions required to be reported herein.

Item 5 of the Schedule 13D is hereby amended by deleting paragraphs (a)(i), (a)(ii) and (c) in their entirety and replacing them as follows.

(a)

(i) CD&R Holdings is the beneficial owner of 18,517,830 shares of Common Stock on an as-converted basis (based on an initial conversion price of the Preferred Stock of $26.92), which are issuable upon conversion, at the option of the holder, of 498,500 shares of Preferred Stock that are held directly by CD&R Holdings. Taking into account such securities, the Reporting Persons beneficially own 11.2% of the outstanding shares of Common Stock, based on (x) the initial conversion price of the Preferred Stock of $26.92 and (y) 146,971,549 shares of Common Stock outstanding as of October 30, 2024, as reported in the Issuer’s Form 10-Q, filed November 7, 2024.

(ii) CD&R Holdings II and CD&R Investment Associates may be deemed to beneficially own the reported securities because CD&R Holdings is wholly owned by CD&R Holdings II and CD&R Investment Associates is the general partner of CD&R Holdings II, but each of CD&R Holdings II and CD&R Investment Associates expressly disclaims such beneficial ownership. Investment and voting decisions with respect to the reported securities are made by majority vote of an investment committee of limited partners of 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 Associates may be deemed to beneficially own the reported securities, but expressly disclaims such beneficial ownership. All members of the Investment Committee expressly disclaim beneficial ownership of the reported securities.

(c) On October 15, 2024, CD&R Holdings sold 1,500 shares of Preferred Stock to a certain individual, at a price equal to the $1,000 per share liquidation preference, in respect of services provided in connection with CD&R Holdings’ acquisition of Preferred Stock on June 14, 2024. Except for the foregoing or as otherwise set forth herein, each of the Reporting Persons reports that neither it, nor to its knowledge, any other person named in Item 2 of the Schedule 13D, has effected any transactions in Common Stock or Preferred Stock during the past 60 days.

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof.

Joint Filing Agreement

A Joint Filing Agreement, dated November 27, 2024, by and among the Reporting Persons has been executed by the Reporting Persons, a copy of which is attached hereto as Exhibit 99.7 and is incorporated herein by reference.

Term Loan Amendment

In connection with the sale of 1,500 shares of Preferred Stock described in Item 5, on October 16, 2024, CD&R Holdings entered into the first amendment to the term loan agreement, dated June 14, 2024 (the “Term Loan Amendment”), with Wells Fago Bank, N.A., as administrative agent and collateral agent, and the lenders from time to time party thereto (the “Term Loan Agreement”). The Term Loan Amendment provides that the mandatory prepayment provision of the Term Loan Agreement in respect of any sale, transfer or other disposition of shares of Preferred Stock by CD&R Holdings shall be waived for any sale, transfer or disposition of shares of Preferred Stock that does not exceed $1,800,000.

Master Confirmation Agreement

On November 27, 2024, CD&R Holdings II entered into the Master Confirmation Agreement with UBS, represented by UBS Securities LLC as its agent, pursuant to which CD&R Holdings II has agreed to purchase shares of Common Stock from UBS. The Master Confirmation Agreement and related trade notifications provide for the purchase from time to time by CD&R Holdings II from UBS of a number of shares of Common Stock to be determined pursuant to formulas specified therein. The aggregate number of such shares of Common Stock pursuant to such formulas is based on purchases of up to a specified cap amount for each Tranche and subject to a maximum number of shares that, when taken together with the total number of shares of Common Stock beneficially owned by CD&R Holdings II and its affiliates (the “CD&R Investors”), including shares of Common Stock issuable upon conversion of shares of Preferred Stock held by the CD&R Investors (collectively, “CD&R Shares”), will not cause the total number of CD&R Shares to exceed 19.9% of the outstanding shares of Common Stock (assuming the conversion into shares of Common Stock of all shares of Preferred Stock then held by the CD&R Investors), determined based on the most recent public filing of the Issuer prior to the date of the relevant acquisition. UBS will have exclusive beneficial ownership and control over any shares of Common Stock purchased and held by UBS or its affiliates as hedge positions with respect to the Master Confirmation Agreement until such shares of Common Stock are delivered to and purchased by CD&R Holdings II pursuant to the terms of the Master Confirmation Agreement. The Master Confirmation Agreement provides that, subject to the terms and conditions thereof, UBS will deliver specified portions of the shares of Common Stock to be purchased under the Master Confirmation Agreement to CD&R Holdings II following the relevant valuation date for the transaction governed by the relevant trade notification. The delivery of the aggregate number of shares of Common Stock to be purchased under the Master Confirmation Agreement will not occur later than May 31, 2026. Upon notice to UBS prior to the effective date of a trade notification, CD&R Holdings II may terminate the Master Confirmation Agreement as it relates to such then future trade notification and all subsequent trade notifications.

The purchase price and share information regarding purchases made by CD&R Holdings II pursuant to the Master Confirmation Agreement, once determined, will be disclosed by the Reporting Persons on one or more reports filed pursuant to Section 16 of the Act and subsequent amendments to this Schedule 13D to the extent required. The Master Confirmation Agreement is intended to comply with the requirements of Rule 10b5-1(c)(1) under the Act.

The foregoing descriptions of the Joint Filing Agreement, the Term Loan Amendment and the Master Confirmation Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the full text of such agreements, which are attached hereto as Exhibits 99.7, 99.8 and 99.9.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 27, 2024

SCHEDULE A

The business address for each of the persons listed below is c/o Clayton, Dubilier & Rice, LLC, 375 Park Avenue, 18th Floor, New York, New York 10152, and the business telephone number of each such person is 212-407-5200.

Exhibit 99.7

JOINT FILING AGREEMENT

This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Common Stock, $0.001 par value, of Resideo Technologies, Inc. (this “Agreement”), is being filed, and all amendments thereto will be filed by CD&R Channel Holdings II, L.P. as the designated filer, on behalf of each of the entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: November 27, 2024

Exhibit 99.8

EXECUTION VERSION

FIRST AMENDMENT TO

TERM LOAN CREDIT AGREEMENT

This FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this “Amendment”), dated as of October 16, 2024, is entered into by and among CD&R Channel Holdings, L.P., a Cayman Islands exempted limited partnership, acting at all times by its general partner, CD&R Investment Associates XII, Ltd., a Cayman Islands exempted company (“CD&R Channel” and together with any Additional Borrower from time to time party hereto, the “Borrowers” and each a “Borrower”), the lenders from time to time party hereto (the “Lenders”), and Wells Fargo Bank, N.A. (“Wells Fargo”), in its capacity as administrative agent for the Lenders (the “Administrative Agent”) and as collateral agent.

A. The parties hereto have entered into that certain Term Loan Credit Agreement dated as of June 14, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).

B. The Borrowers have requested that the Administrative Agent and the Lenders agree to certain modifications to the Credit Agreement, and the Administrative Agent and the Lenders have agreed to make such modifications to the Credit Agreement on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises herein contained and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Section 1. Definitions. All capitalized terms not otherwise defined herein are used as defined in the Credit Agreement. The rules of interpretation set forth in Article 1 of the Credit Agreement shall apply as if fully set forth herein, mutatis mutandis.

Section 2. Amendments to the Credit Agreement. As of the date hereof, the Credit Agreement is hereby amended as follows:

2.1. Section 2.11(d) is hereby amended by adding the following at the end thereof:

2.1.1 “; provided that no prepayment shall be required pursuant to this clause (d) to the extent such Net Proceeds do not exceed, in the aggregate for all such Permitted Preferred Interest Transfers, $1,800,000.”

Section 3. Conditions Precedent. This Amendment shall become effective as of the date hereof upon receipt by the Administrative Agent of this Amendment, duly executed and delivered by the Borrowers and the Required Lenders.

Section 4. Miscellaneous.

4.1. References to the Credit Agreement. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import shall mean and be a reference to the Credit Agreement as amended hereby, and each reference to the Credit Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby.

4.2. No Other Changes. Except as specifically amended by this Amendment, the Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Agent or any Lender under the Credit Agreement or any other document, instrument, or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein, except as specifically set forth herein.

4.3. Security Interests. Each Borrower (a) affirms that each of the Liens granted in or pursuant to the Loan Documents are valid and subsisting and (b) agrees that this Amendment and all documents executed in connection herewith shall in no manner impair or otherwise adversely affect any of the Liens granted in or pursuant to the Loan Documents.

4.4. Governing Law. This Amendment and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Amendment and the transactions contemplated hereby and thereby shall be construed in accordance with and be governed by the law of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction.

4.5. Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns as provided in the Credit Agreement.

4.6. Multiple Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission, email or other electronic transmission (e.g., a “pdf”, “tiff” or DocuSign) shall be effective as delivery of a manually executed counterpart hereof. For purposes hereof, the words “execution,” “execute,” “executed,” “signed,” “signature” and words of like import shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formulations on electronic platforms, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transaction Act.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGES FOLLOW.

2

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.

Exhibit 99.9

Execution Version

November 27, 2024 

Dear Sirs and Mesdames,

This master confirmation (this “Master Confirmation”) sets forth the terms and conditions of certain share purchase transactions (each, a “Transaction”) entered into from time to time between CD&R Channel Holdings II, L.P. (“Counterparty”) and UBS AG, London Branch (“UBS”), represented by UBS Securities LLC (“Agent”) as its agent. This Master Confirmation, taken alone, is neither a commitment by either party to enter into any Transaction nor evidence of a Transaction. The additional terms of any particular Transaction shall be set forth in a Trade Notification in the form of Schedule A hereto (a “Trade Notification”), which shall reference this Master Confirmation and supplement, form a part of and be subject to this Master Confirmation and shall be binding upon the parties hereto absent manifest error. This Master Confirmation and each Trade Notification together shall constitute a “Confirmation” under the Agreement specified below.

1. The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions, as published by the International Swaps and Derivatives Association, Inc. (the “Equity Definitions”) are incorporated into this Master Confirmation. The Transaction shall be deemed to be a “Share Forward Transaction” for purposes of the Equity Definitions. This Master Confirmation and each Trade Notification evidence a complete and binding agreement between Counterparty and UBS as to the terms of each Transaction to which this Master Confirmation and such Trade Notification relate.

This Master Confirmation and each Trade Notification supplement, form parts of and are subject to an agreement (the “Agreement”) in the form of the ISDA 2002 Master Agreement as if UBS and Counterparty had executed an agreement in such form on the date of this Master Confirmation (without any Schedule except for (i) the election of New York law (without reference to its choice of laws doctrine other than Title 14 of Article 5 of the New York General Obligations Law) as the governing law, (ii) the election that the “Cross Default” provisions of Section 5(a)(vi) shall apply to each of UBS and Counterparty as if (x) the phrase “, or becoming capable at such time of being declared,” were deleted from Section 5(a)(vi)(1) of the Agreement and (y) the “Threshold Amount” with respect to UBS were 3% of the stockholders’ equity of UBS’ ultimate parent and the “Threshold Amount” with respect to Counterparty were USD 25 million (provided that the following language shall be added to the end of such Section 5(a)(vi): “Notwithstanding the foregoing, a default under subsection (2) hereof shall not constitute an Event of Default if (i) the default was caused solely by error or omission of an administrative or operational nature; (ii) funds were available to enable the party to make the payment when due; and (iii) the payment is made within two Local Business Days of such party’s receipt of written notice of its failure to pay.”), and (iii) the election that in relation to Counterparty, Clayton, Dubilier & Rice Fund XII, L.P. (“Parent”) shall be a Credit Support Provider and the guarantee of the Parent dated as of the date of this Master Confirmation shall be a Credit Support Document). All provisions contained in the Agreement govern this Master Confirmation and each Trade Notification except as expressly modified below or in the related Trade Notification. If there is any inconsistency among the Agreement, this Master Confirmation, any Trade Notification and the Equity Definitions, the following will prevail in the order of precedence indicated: (i) such Trade Notification, (ii) this Master Confirmation; (iii) the Equity Definitions; and (iv) the Agreement.

1

2. Each Transaction constitutes a Share Forward Transaction for the purposes of the Equity Definitions. Set forth below are the terms and conditions that, together with the terms and conditions set forth in the Trade Notification relating to any Transaction, shall govern such Transaction.

2

3

4

5

6

7

8

9

10

11

12

Counterparty acknowledges and agrees that:

13

7. Transfer. Notwithstanding anything to the contrary in the Agreement, UBS may assign or transfer its rights or obligations under any Transaction, in whole or in part, to any of its Affiliates of equivalent or better credit quality (or whose obligations under such Transaction are guaranteed by a person of such credit quality); provided that, under applicable law as in effect on the date of such transfer or assignment, (i) Counterparty will not be required to pay to the transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement (except in respect of interest under Section 9(h)) as a result of such transfer or assignment; and (ii) Counterparty will not receive a payment from which an amount has been withheld or deducted, on account of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement in respect of which the other party is not required to pay an additional amount as a result of such transfer or assignment. In addition, if at any time at which (A) the Ownership Percentage exceeds 4.9% or (B) the Ownership Percentage exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (A) or (B), an “Excess Ownership Position”), UBS is unable after using its commercially reasonable efforts to effect a transfer or assignment of such Transaction to a third party on pricing terms reasonably acceptable to UBS and within a time period reasonably acceptable to UBS such that no Excess Ownership Position exists, then UBS may deem that an Additional Termination Event has occurred with respect to a portion of such Transaction (the “Terminated Portion”), such that following termination of the Terminated Portion no Excess Ownership Position would exist, with Counterparty as the sole Affected Party. The “Ownership Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that UBS and and/or its Affiliates hold for the purposes of a Transaction hereunder and (B) the

14

denominator of which is the number of Shares outstanding. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that would give rise to restrictions or reporting or registration obligations (other than an obligation to file a Schedule 13G with the U.S. Securities and Exchange Commission (“SEC”)) or other requirements (including obtaining prior approval from any person or entity) of a UBS Person, or otherwise result in an adverse effect on a UBS Person, under any Applicable Restriction, as determined by UBS in its reasonable discretion, minus (B) 0.1% of the number of Shares outstanding.

15

11. Tax Disclosure. Notwithstanding any provision in this Master Confirmation or any Trade Notification, in connection with Section 1.6011-4 of the Treasury Regulations, the parties hereby agree that each party (and each employee, representative, or other agent of such party) may disclose to any and all persons, without limitation of any kind, the U.S. tax treatment and U.S. tax structure of any Transaction and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such U.S. tax treatment and U.S. tax structure, other than any information for which nondisclosure is reasonably necessary in order to comply with applicable securities laws.

12. Tax Matters. For purposes of Sections 4(a)(i) and (ii) of the Agreement, Counterparty agrees to deliver to UBS a duly executed and completed United States Internal Revenue Service Form W-8IMY (or successor thereto), together with the required schedule and a duly executed W-8IMY (or successor thereto) of each owner of Counterparty), along with the withholding foreign partnership certificate meeting the requirements of section 1.1441-5(c)(2)(iv) of US Treasury Regulations of each such owner, (i) upon execution of this Agreement, (ii) promptly upon reasonable demand by UBS, and (iii) promptly upon learning that any such form previously provided to UBS has become obsolete or incorrect. UBS shall provide to Counterparty an applicable duly executed and completed United States Internal Revenue Service Form W-8IMY (or successor thereto), together with a duly executed and completed U.S. Internal Revenue Service Form W-9 for Agent, (i) upon execution of this Master Confirmation, (ii) promptly upon reasonable demand by Counterparty and (iii) promptly upon learning that any such form previously provided to Counterparty has become obsolete or incorrect.

13. Incorporation of ISDA 2015 Section 871(m) Protocol. The parties to this Master Confirmation agree that the amendments set out in the Attachment to the ISDA 2015 Section 871(m) Protocol published by ISDA on November 2, 2015 and available on the ISDA website (www.isda.org) shall apply to this Master Confirmation and any Trade Notification. The parties further agree that this Master Confirmation and any Trade Notification will be deemed to be a Covered Master Agreement and that the Implementation Date shall be the effective date of this Master Confirmation as amended by the parties for the purposes of such Protocol amendments regardless of the definitions of such terms in the Protocol.

16

14. FATCA. The term “Indemnifiable Tax” as defined in Section 14 of the Agreement shall not include any U.S. federal withholding tax imposed or collected pursuant to Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (a “FATCA Withholding Tax”). For the avoidance of doubt, a FATCA Withholding Tax is a Tax the deduction or withholding of which is required by applicable law for the purposes of Section 2(d) of the Agreement.

15. [Reserved.]

16. Payee Tax Representations. For the purpose of Section 3(f) of the Agreement, the parties make the representations below:

(i) UBS makes the following Payee Tax Representations:

(1) UBS represents that it is acting as nominee on behalf of Agent, a person that is a “U.S. person” (as that term is used in Section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations) for United States federal income tax purposes.

(ii) Counterparty makes the following Payee Tax Representations.

(1) Counterparty is a Cayman Islands exempted limited partnership, taxable as a partnership for US federal income tax purposes and each of its owners has elected to be a withholding foreign partnership as that term is used in section 1.1441-5(c)(2) of the U.S. Treasury Regulations for US federal income tax purposes.

(2) Counterparty is a “foreign person” (as that term is used in section 1.6041-4(a)(4) of United States Treasury Regulations).

UBS AG, London Branch

c/o UBS Securities LLC

1285 Avenue of the Americas

New York, NY 10019

Attn: Strategic Equity Solutions Group

Telephone: (212) 713-4419

17

Email: OL-SESGNotifications@ubs.com, steve.studnicky@ubs.com, matthew.dejana@ubs.com

with a copy to: UBS Legal Department

11 Madison Avenue

New York, NY 10010

Attn: Gianluca Parigi

Telephone: 212 713-4981

Email: ol-sesglegalus@ubs.com

Any notices or communications to Counterparty shall be sent to:

CD&R Channel Holdings II, L.P.

c/o Clayton, Dubilier & Rice, LLC

375 Park Avenue, 18th Floor

New York, NY 10152

Attn: Andrew Campelli

Email: acampelli@cdr.com

with a copy to (which copy alone shall not constitute notice):

Debevoise & Plimpton LLP

66 Hudson Boulevard

New York, New York 10001

Attention: Peter J. Loughran, Uri Herzberg

Email: pjloughran@debevoise.com, uherzberg@debevoise.com

18. Swiss Stay. The terms of the Swiss Jurisdictional Module and the ISDA Resolution Stay Jurisdictional Modular Protocol (each published by the ISDA and together, the “Swiss Stay Provisions”) are incorporated into and form part of the Agreement. For purposes thereof, the Agreement shall be deemed a Covered Agreement and the terms of the Swiss Stay Provisions shall apply to the Agreement as if UBS is a Regulated Entity Counterparty and Counterparty is a Module Adhering Party with the Implementation Date deemed to be the date of the Agreement. In the event of any inconsistencies between the Agreement and the Swiss Stay Provisions, the Swiss Stay Provisions will prevail.

19. General Obligations Law of New York. With respect to any Transaction, (i) this Master Confirmation, as supplemented by the related Trade Notification, is a “qualified financial contract”, as such term is defined in Section 5-701(b)(2) of the General Obligations Law of New York (the “General Obligations Law”); (ii) such Trade Notification each constitutes a “confirmation in writing sufficient to indicate that a contract has been made between the parties” hereto, as set forth in Section 5-701(b)(3)(b) of the General Obligations Law; and (iii) this Master Confirmation constitutes a prior “written contract” as set forth in Section 5-701(b)(1)(b) of the General Obligations Law, and each party hereto intends and agrees to be bound by this Master Confirmation, as supplemented by the applicable Trade Notification.

18

Please confirm that the foregoing correctly sets forth the terms of our agreement by signing and returning this Master Confirmation.

[Signature Page to Master Confirmation]

SCHEDULE A

FORM OF TRADE NOTIFICATION

(Transaction Reference Number:_______________________)

The purpose of this Trade Notification is to confirm the terms and conditions of the Transaction entered into between UBS AG, London Branch (“UBS”), represented by UBS Securities LLC (“Agent”) as its agent, and CD&R Channel Holdings II, L.P. (“Counterparty”) (together, the “Contracting Parties”) on the Effective Date specified below. This Trade Notification is a binding contract between UBS and Counterparty as of the Trade Date for the Transaction referenced below.

1. This Trade Notification supplements, forms part of, and is subject to the Master Confirmation dated as of November 27, 2024 (the “Master Confirmation”) between the Contracting Parties, as amended and supplemented from time to time. All provisions contained in the Master Confirmation govern this Trade Notification except as expressly modified below.

2. The additional terms of the Transaction to which this Trade Notification relates are as follows:

Schedule A – 1

Please confirm that the foregoing correctly sets forth the terms of our agreement by signing and returning this Trade Notification.

[Signature Page to Trade Notification]