Form 8-K

8-K — ADI GLOBAL DISTRIBUTION INC.

Accession: 0001628280-26-056469

Filed: 2026-08-13

Period: 2026-08-13

CIK: 0002105139

SIC: 5072 (WHOLESALE-HARDWARE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — adig-20260813.htm (Primary)

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8-K

8-K (Primary)

Filename: adig-20260813.htm · Sequence: 1

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 13, 2026

ADI Global Distribution Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-43281

41-3033245

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

275 Broadhollow Rd, Suite 400

Melville, New York 11747

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (631) 692-1000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the

registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, $0.001 Par Value

ADIG

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act

of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02. Results of Operations and Financial Condition.

On August 13, 2026, ADI Global Distribution Inc. (the "Company") issued a press release announcing its results

for the quarter ended July 4, 2026, which is furnished herewith as Exhibit 99.1. The information furnished pursuant to this

Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of

1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be

incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

99.1

Press Release of ADI Global Distribution Inc., dated August 13, 2026

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this

report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 13, 2026

ADI GLOBAL DISTRIBUTION INC.

By:

/s/ Jeannine J. Lane

Name:

Jeannine J. Lane

Title:

Executive Vice President, General Counsel,

Corporate Secretary and Chief Compliance Officer

EX-99.1

Filename: adi-742026erexhibit991.htm · Sequence: 2

ADI - 7.4.2026 ER Exhibit 99.1

Exhibit 99.1

ADI Announces Second Quarter 2026 Financial Results

•Completed spin-off from Resideo; commenced trading on the NYSE on August 4, 2026

•Record net revenue of $1,286 million; Commercial security growth returns to mid-single digits

•Average daily sales growth of 2% year-over-year

•Gross margin of 22.7%; up 50 basis points year-over-year

•Net income of $6 million, compared to net loss of $283 million in the second quarter of 2025; Adjusted EBITDA

of $86 million, or 6.7% of net revenue, compared to $95 million or 7.4% of net revenue in the second quarter of

2025

•Initiates ADI's standalone 2026 outlook

MELVILLE, New York, August 13, 2026 – ADI Global Distribution Inc. ("ADI") (NYSE: ADIG), a leading global

specialty distributor of low-voltage products, today announced financial results for its second quarter 2026 ended July 4,

2026.

ADI operated as part of Resideo Technologies, Inc. ("Resideo") for the entire second quarter of 2026 and prior to the spin-

off on August 3, 2026, and the historical financial information presented in this release was derived from Resideo’s

accounting records and is presented on a carve-out accounting basis.

ADI second quarter 2026 net revenue was a record $1,286 million, up 1% year-over-year, and reflects average daily sales

growth of 2% year-over-year and one fewer sales day in the current quarter. Net revenue growth was driven by the

security, professional audio-visual, and data communications categories, partially offset by the residential audio-visual

category due primarily to a continued soft U.S. residential housing market.

Gross margin was 22.7% in second quarter 2026, compared to 22.2% in second quarter 2025 and was favorably impacted

by the receipt of tariff refunds of approximately $20 million, partially offset by unfavorable price and mix shift and higher

fuel costs for freight. Research and development expenses increased $2 million due primarily to investments supporting

new product launches that are intended to drive future growth. Selling, general and administrative expenses were up $16

million to $206 million driven primarily by higher employee and facility costs. Income from operations of $25 million in

second quarter 2026 decreased 56% from $57 million in second quarter 2025. Adjusted EBITDA decreased 9% to $86

million in second quarter 2026 compared to $95 million in second quarter 2025.

Management Remarks

“Our second quarter results, which included record quarterly revenue, reflect the strength of our business and our team's

continued execution in a dynamic operating environment,” said Rob Aarnes, ADI's President and CEO.

“As we begin our next chapter as an independent public company, we are operating from a position of strength and focused

on converting our recent investments into greater operating efficiency, expanding profitability and increased cash

generation. With leading market positions, a differentiated omnichannel model and multiple avenues for above-market

growth, we believe ADI is well positioned for the opportunities ahead.”

Balance Sheet and Capital Allocation

Upon completion of the Spin-Off, ADI's liquidity consists of approximately $150 million of cash and a $500 million

undrawn revolving credit facility. ADI expects to generate consistent cash flow, benefiting from its capital-efficient

business model. The company intends to use its cash flow to reduce leverage over time while maintaining the financial

flexibility to invest in organic growth and pursue value-accretive tuck-in acquisitions.

Outlook

The Company is initiating its 2026 standalone outlook for the second half and full year, as follows.

($ in millions)

First Half 2026 (1)

Second Half 2026 (1)

Full Year 2026

Net revenue

$2,492

$2,458 - 2,508

$4,950 - $5,000

Non-GAAP Adjusted Standalone EBITDA

(Estimate)

$136

$139 - $159

$275 - $295

(1) First half 2026 represents results for the six months ended July 4, 2026, as presented below. Second half 2026 represents

outlook for the six months ended December 31, 2026.

Conference Call and Webcast Details

ADI will hold a conference call with investors on August 13, 2026, at 8:30 a.m. ET. The webcast can be accessed at https://

investor.adiglobal.com, where the webcast link and related materials will be posted before the call. A replay of the webcast

will be available following the presentation.

About ADI

ADI is a global specialty distributor of professionally installed low-voltage products serving commercial and residential

markets through an omnichannel go-to-market platform. Within North America, ADI is a market-leading distributor in the

professionally installed security, fire/life safety and residential audio-visual product categories. We offer over 500,000

products from more than 1,000 suppliers across key specialty low-voltage categories with strong proximity to our

customers with a large network of store locations.

Contacts:

Investors:

Hunter Blankenbaker

Senior Director of Investor Relations

Investorrelations@adiglobal.com

Media:

Adrienne Zimoulis

Senior Director of Communications

Adrienne.Zimoulis@adiglobal.com

Forward-Looking Statements

This press release and the related conference call contain “forward-looking statements.” All statements, other than

statements of fact, that address activities, events or developments that we or our management intend, expect, project,

believe or anticipate will or may occur in the future are forward-looking statements. Although we believe forward-looking

statements are based upon reasonable assumptions, such statements involve known and unknown risks and uncertainties,

which may cause the actual results or performance of ADI to differ materially from such forward-looking statements. Such

risks and uncertainties include, but are not limited to, (1) our ability to achieve our outlook regarding the second half of

2026 and full year 2026, cash flow expectations and proposed use of cash, and goal to reduce leverage (2) our ability to

recognize the expected savings from, and the timing and impact of, our existing and anticipated cost reduction actions, and

our ability to optimize our portfolio and operational footprint, (3) the amount of our obligations and nature of our

contractual restrictions pursuant to, and disputes that have or may hereafter arise under the agreements we entered into with

Resideo in connection with the spin-off of ADI from Resideo, (4) the ability of ADI to drive increased customer value,

profitability, cash generation, and financial returns and enhance strategic and operational capabilities, (5) risks and

uncertainties relating to tariffs that have been or may be imposed by the United States and other governments, (6) risks

related to our completed separation from Resideo and that we may experience operational or other disruptions as a result of

the separation, and (7) the other risks described under the headings “Risk Factors” and “Cautionary Statement Concerning

Forward-Looking Statements” in our Registration Statement on Form 10, as amended, and other periodic filings we make

from time to time with the Securities and Exchange Commission. Forward-looking statements 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 press release and we caution investors not to place undue reliance on any such

forward-looking statements.

Non-GAAP Financial Measures

This press release includes certain “non-GAAP financial measures” as defined under the Securities Exchange Act of 1934.

Management believes the use of such non-GAAP financial measures assists investors in understanding the ongoing

operating performance of ADI by presenting financial results between periods on a more comparable basis. Such non-

GAAP financial measures should not be construed as an alternative to reported results determined in accordance with U.S.

GAAP. Readers should also consider the limitations associated with these non-GAAP financial measures, including the

potential lack of comparability of these measures from one company to another.

The Company uses non-GAAP financial measures to supplement the financial measures prepared in accordance with U.S.

GAAP. These include Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Standalone EBITDA (estimate) and

Adjusted Standalone EBITDA margin (estimate).

Below are definitions and reconciliations of certain non-GAAP financial measures to the most directly comparable

financial measures calculated and presented in accordance with U.S. GAAP. Management believes that, when considered

together with reported amounts, these measures are useful to investors and management in understanding our ongoing

operations and in the analysis of ongoing operating trends. Management believes these non-GAAP financial measures

provide investors with a meaningful measure of its performance period to period, align the measures to how management

evaluates performance internally, and make it easier for investors to compare our performance to peers. These measures

should be considered in addition to, and not as replacements for, the most directly comparable U.S. GAAP measure.

The Company defines Adjusted EBITDA as net income excluding income taxes, depreciation and amortization, interest

income and expense, stock-based compensation expense, Indemnification Agreement expense, restructuring expense,

transaction related expenses, and other expense and certain other items that are otherwise of an unusual or non-recurring

nature (including but not limited to impairment charges, litigation and insurance settlements, and gains and losses on

disposal of assets). The Company defines Adjusted EBITDA Margin as Adjusted EBITDA divided by Net revenue.

The Company defines Adjusted Standalone EBITDA (estimate) as Adjusted EBITDA less estimated recurring and ongoing

costs required to operate as a new independent public company. The Company defines Adjusted Standalone EBITDA

Margin (estimate) as Adjusted Standalone EBITDA (estimate) divided by Net revenue.

We believe these measures are useful to investors as they provide greater transparency with respect to supplemental

information used by management in its financial and operational decision making, as well as understanding ongoing

operating trends.

A reconciliation of the forecasted range for Adjusted EBITDA and Adjusted Standalone EBITDA (estimate) for the second

half of 2026 and for the full year 2026 are not included in this release due to the number of variables in the projected range

and because we are currently unable to quantify accurately without unreasonable efforts certain amounts that would be

required to be included in the U.S. GAAP measure or the individual adjustments for such reconciliation. In addition, we

believe such reconciliation would imply a degree of precision that would be confusing or misleading to investors.

ADI GLOBAL DISTRIBUTION INC.

CONDENSED COMBINED STATEMENTS OF OPERATIONS

(UNAUDITED)

Three Months Ended

Six Months Ended

(in millions)

July 4, 2026

June 28, 2025

July 4, 2026

June 28, 2025

Net revenue

$1,286

$1,277

$2,492

$2,398

Cost of goods sold

994

1,944

1,873

Gross profit

292

283

548

525

Operating expenses:

Selling, general and administrative expenses

206

190

405

371

Research and development expenses

Intangible asset amortization

Transaction related expenses

Restructuring expenses

Total operating expenses

267

226

510

443

Income from operations

Indemnification Agreement expense

–

331

–

364

Other expense (income), net

(2)

Interest expense

Interest income

(1)

(2)

(3)

(4)

Income (loss) before taxes

(274)

(288)

Provision for income taxes

Net income (loss)

$(283)

$(298)

ADI GLOBAL DISTRIBUTION INC.

CONDENSED COMBINED BALANCE SHEETS

(UNAUDITED)

(in millions)

July 4, 2026

December 31, 2025

ASSETS

Current assets:

Cash and cash equivalents

$131

$124

Restricted cash

400

–

Accounts receivable, net

751

659

Inventories, net

1,057

1,036

Due from related parties - current

–

Other current assets

169

154

Total current assets

2,522

1,973

Property, plant and equipment, net

109

107

Goodwill

1,063

1,066

Intangible assets, net

706

744

Operating lease right-of-use assets

223

236

Due from related parties - non-current

–

Other assets

Total assets

$4,639

$4,152

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable

$695

$717

Accrued liabilities

168

175

Current portion of operating lease liabilities

Due to related parties - current

Total current liabilities

902

997

Long-term debt

988

1,185

Non-current portion of operating lease liabilities

198

209

Deferred tax liabilities

Due to related parties - non-current

–

Other liabilities

Total liabilities

2,184

2,468

Equity:

Net parent investment

2,505

1,726

Accumulated other comprehensive loss, net

(50)

(42)

Total equity

2,455

1,684

Total liabilities and equity

$4,639

$4,152

ADI GLOBAL DISTRIBUTION INC.

CONDENSED COMBINED STATEMENTS OF CASH FLOWS

(UNAUDITED)

Six Months Ended

(in millions)

July 4, 2026

June 28, 2025

Cash Flows From Operating Activities:

Net income (loss)

$(298)

Adjustments to reconcile net income to net cash in operating activities:

Depreciation and amortization

Restructuring expenses

Stock-based compensation expense

Operating lease right-of-use-asset amortization

Other, net

Changes in assets and liabilities:

Accounts receivable, net

(96)

(95)

Inventories, net

(24)

Other current assets

(15)

(10)

Accounts payable

(18)

Accrued liabilities

(8)

(18)

Lease liabilities

(17)

Obligations payable under the Indemnification Agreement

–

337

Other, net

(5)

(1)

Net cash (used in) provided by operating activities

(76)

Cash Flows From Investing Activities:

Capital expenditures

(26)

(21)

Related party loan activity, net

(1)

Other investing activities, net

–

Net cash used in investing activities

(12)

(22)

Cash Flows From Financing Activities:

Proceeds from issuance of long-term debt

400

–

Net transfers from (to) parent

147

(35)

Proceeds from loans due to related parties

–

Net (decrease) increase in due to related parties related to cash pooling

arrangements

(65)

Other financing activities, net

(1)

–

Net cash provided by (used in) financing activities

498

(30)

Effect of exchange rate changes on cash and cash equivalents

(3)

Net increase (decrease) in cash, cash equivalents and restricted cash

407

(13)

Cash, cash equivalents and restricted cash at beginning of period

124

137

Cash, cash equivalents and restricted cash at end of period

$531

$124

NON-GAAP RECONCILIATIONS

ADJUSTED EBITDA, ADJUSTED EBITDA MARGIN, ADJUSTED STANDALONE EBITDA (ESTIMATE)

AND ADJUSTED STANDALONE EBITDA MARGIN (ESTIMATE)

(Unaudited)

Three Months Ended

Six Months Ended

(in millions)

July 4, 2026

June 28, 2025

July 4, 2026

June 28, 2025

Net income (loss)

$(283)

$(298)

Income taxes

Depreciation and amortization

Interest expense

Interest income

(1)

(2)

(3)

(4)

Indemnification Agreement expense (1)

–

331

–

364

Stock-based compensation expense (2)

Restructuring expenses (3)

Transaction related expenses (4)

Other adjustments (5)

(2)

Adjusted EBITDA

$86

$95

$142

$160

Estimated incremental recurring expenses (6)

(2)

(6)

(12)

Standalone Adjusted EBITDA (estimate)

$84

$89

$136

$148

Net revenue

$1,286

$1,277

$2,492

$2,398

Adjusted EBITDA Margin

6.7%

7.4%

5.7%

6.7%

Adjusted Standalone EBITDA Margin

(estimate)

6.5%

7.0%

5.5%

6.2%

(1)Represents the allocated portion of the expense related to the Honeywell Indemnification Agreement.

(2)Represents non-cash compensation expenses recognized for stock-based compensation arrangements.

(3)Consists of non-recurring charges associated with restructuring initiatives.

(4)For the three and six months ended July 4, 2026, represents $18 million and $26 million of transaction costs related to

the Spin-Off. For the three and six months ended June 28, 2025, represents $3 million and $4 million of Snap One

integration costs.

(5)Represents amounts included in Other expense (income), net reported on the Unaudited Condensed Combined Statement

of Operations.

(6)Represents estimated costs above allocated corporate expenses we expect to incur within certain corporate functions

including finance, IT, legal and human resources.

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Cover

Aug. 13, 2026

Cover [Abstract]

Document Type

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Aug. 13, 2026

Entity Registrant Name

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Entity Incorporation, State or Country Code

Entity File Number

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Entity Tax Identification Number

41-3033245

Entity Address, Address Line One

275 Broadhollow Rd

Entity Address, Address Line Two

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City Area Code

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Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

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-Section 12

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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