08/11/2026 | Press release | Distributed by Public on 08/11/2026 15:48
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1)(3) | 08/07/2026 | A | 44,947 | (4) | (4) | Common Stock | 44,947 | $ 0 | 44,947 | D | ||||
| Restricted Stock Units | (1)(3) | 08/07/2026 | A | 40,737 | (5) | (5) | Common Stock | 40,737 | $ 0 | 40,737 | D | ||||
| Restricted Stock Units | (1)(3) | 08/07/2026 | A | 16,915 | (6) | (6) | Common Stock | 16,915 | $ 0 | 16,915 | D | ||||
| Restricted Stock Units | (1)(3) | 08/07/2026 | A | 9,895 | (7) | (7) | Common Stock | 9,895 | $ 0 | 9,895 | D | ||||
| Restricted Stock Units | (1)(3) | 08/07/2026 | A | 10,314 | (8) | (8) | Common Stock | 10,314 | $ 0 | 10,314 | D | ||||
| Restricted Stock Units | (1)(3) | 08/07/2026 | A | 22,199 | (9) | (9) | Common Stock | 22,199 | $ 0 | 22,199 | D | ||||
| Restricted Stock Units | (1)(3) | 08/07/2026 | A | 30,943 | (10) | (10) | Common Stock | 30,943 | $ 0 | 30,943 | D | ||||
| Restricted Stock Units | (1)(3) | 08/07/2026 | A | 50,566 | (11) | (11) | Common Stock | 50,566 | $ 0 | 50,566 | D | ||||
| Performance Restricted Stock Units | (3)(12) | 08/07/2026 | A | V | 33,711 | (13) | (13) | Common Stock | 33,711 | $ 0 | 33,711 | D | |||
| Performance Restricted Stock Units | (3)(12) | 08/07/2026 | A | V | 40,738 | (14) | (14) | Common Stock | 40,738 | $ 0 | 40,738 | D | |||
| Restricted Stock Units | (1) | 08/09/2026 | M | 5,157 | (8) | (8) | Common Stock | 5,157 | $ 0 | 5,157 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Carlet Michael 275 BROADHOLLOW RD SUITE 400 MELVILLE, NY 11747 |
See Remarks | |||
| /s/ Jeannine J. Lane, as attorney-in-fact | 08/11/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Each restricted stock unit ("RSU") represents a contingent right to receive one share of ADI Global Distribution Inc. (the "Issuer") common stock. |
| (2) | Includes 33,820 shares received in connection with the spin-off of the Issuer from Resideo Technologies, Inc. ("Resideo"). Such acquisition was exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") pursuant to Rule 16a-9 under the Exchange Act. |
| (3) | Represents equity awards originally granted by Resideo that have been converted into equity awards of the Issuer in connection with the spin-off of the Issuer from Resideo. |
| (4) | The RSUs vest in equal installments on February 12, 2027 and February 12, 2028. |
| (5) | The RSUs vest in equal installments on February 13, 2027, February 13, 2028 and February 13, 2029. |
| (6) | The RSUs vest on February 15, 2027. |
| (7) | The RSUs vest quarterly until fully vested on February 15, 2027. |
| (8) | The RSUs vest in equal installments on August 9, 2026 and August 9, 2027. Accordingly and as reported on this Form 4, half of the RSUs vested on August 9, 2026. |
| (9) | The RSUs vest in equal quarterly installments until fully vested on February 15, 2028. |
| (10) | The RSUs vest on February 5, 2027. |
| (11) | The RSUs vest on February 12, 2028. |
| (12) | Each performance restricted stock unit ("PRSU") represents a contingent right to receive one share of the Issuer common stock. |
| (13) | The PRSUs vest when (i) performance criteria relating to the relative total shareholder return of the Issuer common stock are met and (ii) the Reporting Person is employed by the Issuer on February 12, 2028. The performance period ends December 31, 2027. |
| (14) | The PRSUs vest when (i) performance criteria relating to the relative total shareholder return of the Issuer common stock are met and (ii) the Reporting Person is employed by the Issuer on February 13, 2029. The performance period ends December 31, 2028. |
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Remarks: Executive Vice President, Chief Financial Officer |
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