ADT Stock: Thrive Holdings Will Pay $10 a Share in Cash, $4 Below ADT's Listing Price
Thrive Holdings, led by Josh Kushner and part owned by OpenAI, agreed on Oct. 29 to buy ADT for $10 a share in cash, 45.6% above the Oct. 27 close and $4 below ADT's 2018 listing price. State Farm and Google get more than they paid, and ADT may pay no dividends before closing without the buyer's consent.
The short answer. The home security company is going private, meaning its shares will stop trading, at $10 a share, in a deal worth $15.3 billion including debt. The companies expect to close in the first quarter of 2027. ADT says privacy policies for its 6.1 million subscribers stay the same, and its OpenAI-backed buyer wants technology that cuts false alarms. Before dividends, State Farm's $1.2 billion stake becomes about $1.33 billion, while buyers at the 2018 listing are 28.6% short.
The ADT buyout in three numbers
On this page
- What happens to ADT stock in the Thrive Holdings buyout
- Who is Thrive Holdings
- Who owns ADT, and what will State Farm and Google receive
- Will ADT keep paying its dividend
- When will the ADT buyout close
- How is Thrive Holdings financing the ADT buyout
- What the ADT buyout means for customers and employees
- Frequently asked questions
What happens to ADT stock in the Thrive Holdings buyout
Each ADT share turns into $10 in cash when the deal closes, which the companies expect in the first quarter of 2027. Until then the shares keep trading, and dividends stop unless the buyer agrees.
The price comes from the merger agreement ADT signed on Oct. 29 with Abode Parent, the company Thrive Holdings set up for the purchase, according to ADT's 8-K filing. The same $10 is paid on the Class B shares, all of which Google owns. ADT measures its 45.6% premium from the $6.87 close of Oct. 27, which it calls the unaffected price, meaning the last close it treats as untouched by the deal.
The stock had already moved before the announcement. It closed at $7.41 on Oct. 28, up 7.9%, on more than three times its usual volume. Neither company has said anything about that day.
Against that Oct. 28 close, the offer is 35% higher.
Trading was halted from 9:08 to 9:45 a.m. ET on Oct. 29, according to StockTitan's real-time Nasdaq data. The shares then closed at $9.87, 13 cents under the offer, in StockTitan's daily price data. One reading of that gap: it covers waiting until closing with no dividend, the chance that the deal fails and the chance of a higher bid. The price alone does not show how much each counts.
Shares held through a broker are paid through the clearing system, the network brokers use to settle trades, with no action by the holder. A holder who rejects the price can ask a Delaware court to set the value instead, through the appraisal rights the agreement preserves. After closing the stock leaves the New York Stock Exchange.
| Date | ADT close | Shares traded |
|---|---|---|
| Oct. 27, 2026 | $6.87 | 5.0 million |
| Oct. 28, 2026 | $7.41 | 22.6 million |
| Oct. 29, 2026 | $9.87 | 163.9 million |
Source: StockTitan daily prices and real-time Nasdaq data, read Oct. 29, 2026 at 6:04 p.m. ET; the last after-hours trade was $9.87 at 6:02 p.m. ET. Average daily volume over the 21 sessions from Sept. 29 to Oct. 27: 6.7 million shares. ADT also gives a 52.1% premium to the 30-day volume-weighted average price, the average price of each trade weighted by its size, ending Oct. 27.
Who is Thrive Holdings
Thrive Holdings buys everyday service businesses to keep for the long term and build AI into their work. It is led by Josh Kushner, who founded the venture firm Thrive Capital, and OpenAI is one of its owners.
OpenAI's December 2025 announcement names Joshua Kushner as "CEO and founder of Thrive Capital and Thrive Holdings" and says OpenAI took an ownership stake. OpenAI places its own research and engineering teams inside Thrive Holdings' companies, and Thrive Holdings says OpenAI became an owner through that partnership. Neither side has disclosed the size of the stake.
For ADT, Thrive Holdings sees an opportunity for new technology to cut false alarms. "We see an opportunity for new technology to help reduce false alarms and make notifications more informative, giving monitoring teams better information when something needs attention," Thrive Holdings wrote in its post on the deal. The same post says technology could find equipment problems earlier. ADT will be the base of a new smart home security business inside the group.
Thrive Holdings launched in April 2025 as a "permanent capital vehicle" that buys and runs companies for the long term. In plain words, its money has no date by which it must be handed back to investors, so it can hold a company for decades. Buyout funds, by contrast, often sell their companies after some years.
Today the group owns more than 75 businesses in accounting, IT services and building and infrastructure services, such as Current in accounting and Shield in IT services. In August it said it had raised over $2 billion at a $12 billion valuation, with SoftBank Group, D1 Capital Partners and Altimeter Capital among new investors.
Who owns ADT, and what will State Farm and Google receive
The offer is above what ADT's two partner investors paid and below the 2018 listing price. All of these comparisons leave out the dividends each holder collected.
State Farm is the largest holder, with 19.7% of the common stock, according to its August 2026 ownership filing. The insurer bought its shares for $1.2 billion in 2022, at $9 a share.
At the offer price the stake is worth about $1.33 billion, 11% more than State Farm paid, before dividends.
Google paid $450 million in 2020 for its Class B shares, ADT said at the time. That works out to $8.22 a share. Its Class B shares vote on the merger like common shares, though they carry no vote on directors.
The offer pays Google about $547 million, 22% more than it paid, before dividends.
Show the data
| Category | Value |
|---|---|
| 2018 listing | $14.00 |
| Offer, 2026 | $10.00 |
| State Farm, 2022 | $9.00 |
| Google, 2020 | $8.22 |
| ADT buyback from Apollo, May 2026 | $7.25 |
| ADT buybacks to July 23, 2026 | $6.91 |
Buyers at the January 2018 listing paid $14 a share. For them the offer is 28.6% below their price, before dividends. In StockTitan's daily price data the stock has never closed that high since it listed, and it last closed at the offer price or above in November 2021.
Apollo is the other name in ADT's history. Funds it manages bought the company in 2016 and took it public two years later. In May 2026 they sold their last ADT shares, about 102 million. ADT bought 29 million of them back for about $7.25 each, according to its second-quarter 10-Q. Apollo's board members left the same month.
ADT itself was a buyer this year. It repurchased 89 million of its own shares through July 23 at an average near $6.91, a total that includes the shares bought from Apollo.
The merger agreement lists 43.3 million outstanding stock options with an average exercise price of $8.22, the price a holder pays per share. That figure is separate from Google's $8.22. Vested options, those already earned, pay the gap up to the offer in cash at closing. Unvested ones become cash awards that keep their vesting schedule. Options priced at the offer or above are cancelled with no payment.
Show the data
| Owner or buyer | When | Price paid per share | Value at $10, before dividends |
|---|---|---|---|
| State Farm, 133,333,333 shares | October 2022 | $9.00 ($1.2 billion) | $1.33 billion |
| Google, 54,744,525 Class B shares | September 2020 | $8.22 ($450 million) | $547 million |
| Buyers at the listing | January 2018 | $14.00 | $10.00 a share |
| ADT, buyback from Apollo's last sale | May 2026 | about $7.25 (29 million shares, $211 million) | shares retired |
| ADT, all buybacks through July 23, 2026, including the one above | 2026 | about $6.91 (89 million shares, $615 million) | shares retired |
Source: ADT IPO prospectus (January 2018), 8-K filings of September 2020 and October 2022, State Farm Schedule 13D Amendment No. 5 (Aug. 11, 2026), ADT 10-Q for the second quarter of 2026.
Will ADT keep paying its dividend
No. The merger agreement bars ADT from declaring or paying any dividend before closing unless the buyer agrees, and after closing the shares are gone.
ADT has paid $0.055 a share each quarter on both share classes; the last one was declared July 30 and payable Oct. 1, according to its 10-Q. The ban sits in the conduct rules of the merger agreement, and consent is at the buyer's sole discretion. At the offer price, a year of those payments was worth 2.2%.
The same rules bar share buybacks, apart from shares withheld or forfeited under employee awards. The filings so far say nothing about how the $10 is taxed; merger proxy statements usually include a section on that.
When will the ADT buyout close
The companies expect to close in the first quarter of 2027. Before that, ADT stockholders must vote yes and a U.S. antitrust waiting period must run out.
- Stockholder vote A majority of all ADT common and Class B shares votes to adopt the merger agreement.
- Antitrust waiting period The U.S. Hart-Scott-Rodino waiting period ends or is cut short.
- No court or law in the way No U.S. order or law blocks the merger.
- No major harm to ADT No material adverse effect on ADT has occurred since signing.
- Loans marketed The buyer's lenders get their marketing period before closing.
- Before July 29, 2027 After that outside date either side may end the agreement.
The vote needs a majority of all outstanding common and Class B shares, voting together. State Farm and Google hold about 25.7% of those votes combined, so the outcome rests on other holders too. The agreement states that ADT is party to no voting agreement and that the buyer has no arrangement with management or any shareholder.
ADT must file its preliminary proxy statement within 15 business days of signing. That document will set out the vote and the background of the talks.
First comes a go-shop period, a window in which ADT may look for a better offer. It runs until 11:59 p.m. New York time on Nov. 28. Talks may continue to Dec. 8 with a bidder whose proposal the board judges, before the go-shop ends, to be or likely to lead to a better deal. ADT says it will not report on the search unless it decides to or must.
After that window ADT may still weigh an unsolicited better offer before the vote, under the agreement's conditions, and the buyer gets a chance to match it. The breakup fee, a payment owed when the deal is called off in set cases, depends on when and why the agreement ends, as the table shows.
| Who pays | Amount | When it is owed |
|---|---|---|
| ADT | $114 million | ADT ends the deal for a better offer during the go-shop, or during the extension with a qualifying bidder; also in a narrow case where such a bidder's late proposal is followed by a termination soon after the buyer's matching period |
| ADT | $227 million | ADT ends the deal for a better offer outside the reduced-fee cases, and in certain other cases the agreement sets |
| The buyer | $473 million | In certain cases, including when ADT ends the deal because the buyer fails to close when required |
Source: ADT 8-K, Item 1.01, and Agreement and Plan of Merger, section 7.03(a) and (b), Oct. 29, 2026.
Either side may end the agreement if the deal has not closed by July 29, 2027. Closing also waits for a marketing period of 18 business days, time the lenders get to line up investors for the buyer's loans.
How is Thrive Holdings financing the ADT buyout
The outside money comes from funds managed by Apollo affiliates, which commit preferred equity and loans. Thrive Holdings adds its own equity and guarantees the buyer's breakup fee.
The release says the financing commitments were "solely provided by funds managed by affiliates of Apollo Global Management". The 8-K spells out three pieces. Thrive Holdings commits equity. The Apollo funds buy preferred equity, a kind of ownership that is paid before common owners, in a parent company of the buyer. The same funds commit the debt financing.
Show the data
- OpenAI to Thrive Holdings: owns a stake.
- Thrive Holdings to The buyer and its parent company: equity and a guarantee.
- Funds managed by Apollo affiliates to The buyer and its parent company: preferred equity in the parent, and debt.
- The buyer and its parent company to ADT stockholders: $10 a share in cash.
None of the amounts is public, because the commitment letters were not filed. ADT's shares are worth about $7.6 billion at the offer, the release says, and the deal is valued at $15.3 billion once debt is counted.
ADT owed $7.78 billion of debt principal at the end of June, its 10-Q shows. The agreement lets the buyer pay off early, buy back or leave in place some of that debt.
The deal has no financing condition, so the buyer cannot walk away because a loan falls through. ADT can also ask a court to force the closing under the agreement's conditions. Those include both the debt and the preferred equity being funded or ready to fund at closing.
What the ADT buyout means for customers and employees
ADT says its privacy policies stay unchanged and no new data sharing happens without customer permission. The documents say nothing about prices or contracts.
The release says it plainly: "ADT's data and privacy policies will remain unchanged, and no new data sharing will occur without customer permission." Anuj Mehndiratta, a Thrive Holdings partner, said: "Protecting customers' homes also means protecting their data." Neither the release nor the merger agreement says more about how customer data will be used. The company runs six monitoring centers for its 6.1 million subscribers.
For ADT's more than 12,000 employees, the buyer must keep base pay, target cash bonuses and severance at least as good as today for 12 months after closing. That promise is in the merger agreement. ADT operates independently until closing.
What to watch
- Why the board accepted $10 and how the talks went: the preliminary proxy statement, due on SEC EDGAR within 15 business days of Oct. 29.
- How large each financing piece is: the proxy statement, which ADT says will contain important information about the deal.
- How the $10 is taxed: the proxy statement, where merger filings usually address it.
- Whether a rival bidder appears: an ADT announcement or SEC filing; the go-shop ends Nov. 28, or Dec. 8 for a qualifying bidder.
- The vote date: the definitive proxy statement.
- Antitrust clearance: ADT's SEC filings on the Hart-Scott-Rodino waiting period.
Our numbers
These figures are our calculations from the sources linked in this article.
- $1.33 billion for State Farm: its 133,333,333 shares times $10, against the $1.2 billion it paid, 11% more before dividends.
- $8.22 a share and $547 million for Google: $450 million divided by 54,744,525 Class B shares, and those shares times $10, 22% more.
- 28.6% below the listing price: $10 against the $14 IPO price of January 2018.
- 35% above the Oct. 28 close: $10 against $7.41.
- 7.9% rise on Oct. 28: $7.41 against the $6.87 close of Oct. 27.
- More than three times normal volume on Oct. 28: 22.6 million shares against the 6.7 million average of the 21 sessions from Sept. 29 to Oct. 27.
- 13 cents, 1.3%: the gap between $10 and the Oct. 29 close of $9.87.
- About $6.91 a share for ADT's own 2026 buybacks: $615 million for 89 million shares, from the 10-Q.
- 2.2% a year: four dividends of $0.055 against the $10 offer.
- 25.7% of the vote: State Farm's and Google's 188.1 million shares against 730.5 million common and Class B shares outstanding on Oct. 26.
Frequently asked questions
Who owns ADT security?
ADT is a public company today. Its largest holder is State Farm, with 19.7% of the common stock, and Google owns all of its Class B shares. Once the Thrive Holdings deal closes, ADT becomes a private company owned by Thrive Holdings' buying vehicle.
Do ADT shareholders need to do anything to get $10 a share?
Shares held through a broker are paid through the clearing system with no action by the holder, under the merger agreement. Holders of paper certificates get a form to return with them, called a letter of transmittal, from the bank that pays out the cash after closing. Holders also vote on the deal at a meeting the proxy statement will set.
Will ADT stock keep paying dividends?
No. The merger agreement bars ADT from paying dividends before closing unless the buyer agrees. The last dividend, $0.055 a share, was declared July 30 and payable Oct. 1, 2026.
What is Thrive Holdings?
A holding company led by Josh Kushner, the founder of Thrive Capital, that buys service businesses for the long term and adds AI to them. OpenAI owns a stake. It owns more than 75 businesses in accounting, IT services and building and infrastructure services.
When does the ADT acquisition close?
The companies expect the first quarter of 2027, after a stockholder vote and U.S. antitrust clearance. Either side can end the deal if it has not closed by July 29, 2027.
Where can I follow ADT filings on StockTitan?
The ADT overview page lists the company's releases and SEC filings as they arrive, including the proxy statement for the vote.
Sources
- ADT press release, Oct. 29, 2026, on StockTitan
- ADT overview on StockTitan
- StockTitan profit and loss calculator
- Braze acquisition: what Braze shareholders get
- Wendy's stock and the Peltz offer
- ADT 8-K, merger agreement, Oct. 29, 2026
- Agreement and Plan of Merger, Exhibit 2.1
- ADT 10-Q, second quarter 2026
- ADT 10-K, 2025
- State Farm Schedule 13D, Amendment No. 5
- ADT 8-K, State Farm investment, Oct. 13, 2022
- ADT 8-K, Google investment, Sept. 17, 2020
- ADT IPO prospectus, January 2018
- Thrive Holdings x ADT
- Thrive Holdings x OpenAI
- Thrive Holdings launch
- Thrive Holdings fundraise, Aug. 12, 2026
- OpenAI takes an ownership stake in Thrive Holdings
The information provided in this article is for educational and informational purposes only. It does not constitute financial advice, investment recommendation, or an endorsement of any particular investment strategy. Past performance does not guarantee future results. Investors should conduct their own research and consult with a qualified financial advisor before making investment decisions.