On January 27, 2026, Spruce Point Capital published a “Strong Sell” report on Resideo Technologies (REZI), targeting 25-50% downside. The report alleged aggressive accounting, governance failures, and M&A value destruction.
We took their claims—and the underlying SEC filings—to our LLM committee for a five-lens examination. What we found wasn't a simple “short seller is right” or “short seller is wrong” story. It's a pattern story.
The Numbers That Caught Our Attention
Since 2018 spin-off from Honeywell
Below target the year metric was removed
Doubled while OCF declined 37%
Exclusive brands collapsed in one quarter
Any one of these could be explained away. CFO turnover? Post-spin-off normalization. OCF miss? Transitory headwinds. Leverage increase? Strategic M&A. Growth collapse? Tough comps.
But patterns don't lie. And across five independent analytical lenses, we kept finding the same themes reinforcing each other.
The Governance Question
Our Fugazi Filter lens flagged this as E3 evidence (circumstantial but material). The removal of a cash-based metric right when management couldn't hit it doesn't prove misconduct—but it does create an incentive structure where management can optimize for GAAP earnings without worrying about cash conversion.
Add to this: CEO Geldmacher sold $1.5M in stock while the company was missing those targets. Meanwhile, a PE firm was accumulating a very different bet.
The Insider Divergence
Accumulated since 2022; now largest holder at ~15%
While company missed OCF targets; ex-CD&R ownership down 35%
CD&R, the private equity firm, has accumulated over $288 million in REZI shares since 2022, making them the largest shareholder at approximately 15%. At the same time, insider ownership excluding CD&R has declined 35%.
What Five Lenses Found
We ran REZI through our full analytical pipeline: five specialized lenses, each with opposing analyst perspectives (Opus vs Sonnet) that had to reach convergence.
4 CFOs, 4 CAOs, OCF removed from bonuses, customer life assumptions 43% above industry norm
5.5x leverage, 37% OCF decline, covenant relaxed pre-settlement financing
P&S revenue down 8% post-First Alert, ADI exclusive brands growth collapsed
Management selling while missing targets, metrics removed from compensation
Nebraska AG lawsuit active, potential multi-state cascade risk
Committee Classification
REZI warrants higher scrutiny based on convergent concerns across all five lenses. This is not an AVOID classification—the company has real assets, an unqualified audit opinion, and no near-term debt maturities. But the pattern of governance, accounting, and cash flow issues requires investors to do more homework than usual.
What Would De-escalate This?
- Q1 2026 OCF recovers to $150M+ quarterly
- Q4 2025 goodwill test passes with disclosed assumptions
- 2026 proxy reinstates OCF in management compensation
- Nebraska lawsuit settles below $25M
Where We Diverge From Spruce Point
Short sellers have a financial interest in stock declines, which doesn't make them wrong—but does require verification. Here's where our committee agreed and disagreed:
Verified
CFO/CAO turnover count, Honeywell accrual figures, leverage calculations, OCF bonus removal timing, ADI growth deceleration
Downgraded to E1
$142M tax discrepancy claim—plausible but not verified from primary filings; could be legitimate timing differences
Context Missing
12-year customer life assumption—Spruce Point says 43% above industry, but we couldn't verify the baseline from primary 10-K filings
What We're Watching
This is a time-sensitive analysis. Several triggers could escalate or de-escalate our classification in the coming months:
The Bottom Line
Spruce Point raised legitimate concerns. Our committee verified several of their key claims while downgrading others. What emerged isn't a clear “fraud” story or a clear “nothing to see here” story.
It's a pattern story: governance incentives that shifted when performance lagged, cash generation that deteriorated while leverage doubled, and acquisitions whose promised synergies haven't materialized. These patterns don't prove wrongdoing, but they do warrant the higher scrutiny classification.
For investors considering REZI, the next 90 days matter more than the last 90. The 10-K filing, Q1 results, and ADI spin-off details will either confirm or challenge these patterns.