ADT Announces Pricing of Secondary Public Offering of Common Stock and Concurrent Share Repurchase
Rhea-AI Summary
ADT (NYSE: ADT) priced a secondary offering of 102,000,366 shares sold by Apollo-managed selling stockholders, expected to close on May 5, 2026. ADT will not receive proceeds from that sale and has agreed to repurchase 29,142,961 shares under its existing $1.5 billion repurchase plan.
The repurchase price will equal the underwriters' purchase price from the selling stockholders; underwriters will not receive fees on repurchased shares.
AI-generated analysis. Not financial advice.
Positive
- Share repurchase of 29,142,961 shares announced
- Repurchase funded under existing $1.5 billion plan
- Repurchase price equal to underwriter purchase price
Negative
- 102,000,366 shares offered by Apollo-managed selling stockholders
- Company will not receive any proceeds from the secondary offering
- Secondary sale may increase public float when it closes May 5, 2026
News Market Reaction – ADT
On the day this news was published, ADT declined 6.49%, reflecting a notable negative market reaction. Argus tracked a trough of -3.6% from its starting point during tracking. Our momentum scanner triggered 24 alerts that day, indicating elevated trading interest and price volatility. This price movement removed approximately $420M from the company's valuation, bringing the market cap to $6.05B at that time. Trading volume was very high at 4.0x the daily average, suggesting heavy selling pressure.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Market Reality Check
Peers on Argus
Momentum data shows ADT flagged with a downward move while only one peer (NSSC) appeared in scanners, moving up 2.83% with no news, suggesting a stock-specific reaction to this secondary offering and buyback announcement rather than a sector-wide move.
Previous Buybacks,offering Reports
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| Jul 24 | Secondary + buyback pricing | Neutral | -2.6% | Apollo affiliates priced 71M-share secondary with ~11M-share concurrent repurchase. |
| Jul 24 | Secondary + buyback launch | Neutral | -2.6% | Launch of 71M-share secondary and ~11M-share buyback under $500M program. |
| Mar 03 | Secondary + buyback pricing | Neutral | -6.1% | Pricing of 70M-share secondary plus 20M-share repurchase under buyback plan. |
| Mar 03 | Secondary + buyback launch | Neutral | -6.1% | Launch of 70M-share secondary and 20M-share repurchase by ADT. |
| Oct 28 | Secondary + buyback pricing | Neutral | -6.5% | 56M-share secondary sale with 16M-share concurrent repurchase under $350M plan. |
Prior secondary offerings by Apollo-affiliated holders paired with ADT share repurchases under buyback programs were followed by consistently negative 24-hour price moves in the -2.65% to -6.47% range, indicating a history of near-term pressure around this event type.
Over the past 18 months, ADT repeatedly combined Apollo-led secondary offerings with concurrent share repurchases under existing buyback programs. Transactions on Mar 3, 2025 and Jul 24, 2025 involved offerings of 56–71 million shares plus underwriter options, alongside repurchases of 11–20 million shares funded by a $350–500 million authorization. These events produced 24-hour moves between -2.65% and -6.47%. Today’s announcement follows the same structure, now under a larger $1.5 billion repurchase plan.
Historical Comparison
In past buyback/secondary events, ADT’s stock moved about -4.8% on average the next day, showing a consistent pattern of short-term pressure when Apollo-affiliated holders sold large blocks alongside company repurchases.
Events show a recurring structure: large Apollo-led secondary offerings paired with ADT repurchases funded by progressively larger buyback authorizations, from $350M to $500M and now a $1.5B plan.
Market Pulse Summary
The stock moved -6.5% in the session following this news. A negative reaction despite neutral structural mechanics fits the historical pattern for ADT’s buyback/secondary announcements. Prior events under similar tags averaged about -4.8% over the next day, as large Apollo-led block sales coincided with company repurchases. This dynamic may concentrate attention on supply from selling stockholders even when ADT is retiring shares. Subsequent trading and repurchase execution under the $1.5 billion plan would remain key factors to watch.
Key Terms
secondary public offering financial
underwriters financial
book-running managers financial
prospectus supplement regulatory
AI-generated analysis. Not financial advice.
BOCA RATON, Fla., May 04, 2026 (GLOBE NEWSWIRE) -- ADT Inc. (NYSE: ADT) (“ADT” or the “Company”) today announced the pricing of the previously announced secondary public offering of 102,000,366 shares of the Company’s common stock. All of the shares in the offering are being sold by certain entities managed by affiliates of Apollo Global Management, Inc. (the “Selling Stockholders”) and represent all the remaining shares owned by the Selling Stockholders. The offering is expected to close on May 5, 2026, subject to satisfaction of customary conditions. The Company is not selling any shares and will not receive any proceeds from the offering.
In addition, ADT has agreed to purchase from the underwriters 29,142,961 shares of common stock as part of the secondary public offering at a price per share equal to the price per share to be paid by the underwriters to the Selling Stockholders (the “Share Repurchase”), subject to the completion of the offering. The Share Repurchase will be made pursuant to the Company’s existing
The underwriters may offer the shares of common stock, other than shares subject to the Share Repurchase, from time to time for sale in one or more transactions to purchasers, directly or through agents, or through brokers in brokerage transactions, on the New York Stock Exchange, in the over-the-counter market, through negotiated transactions or in a combination of such methods of sale, at a fixed price or prices, which may be changed, or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, subject to receipt and acceptance by them and subject to their right to reject any order in whole or in part.
Barclays, Citigroup, Morgan Stanley, Goldman Sachs and BTIG are acting as book-running managers for the proposed offering.
A shelf registration statement (including a prospectus) relating to these securities has been filed with the Securities and Exchange Commission (the “Commission”) and is effective. A preliminary prospectus supplement relating to the offering has also been filed with the Commission. Before investing, interested parties should read the shelf registration statement, preliminary prospectus supplement and other documents filed with the Commission for information about ADT and the offering. You may get these documents for free by visiting EDGAR on the Commission’s website at sec.gov. Alternatively, a copy may be obtained from: Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at: (888) 603-5847 or by email at Barclaysprospectus@broadridge.com; Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (800) 831-9146; Morgan Stanley & Co. LLC, Attn: Prospectus Department, at 180 Varick Street, 2nd Floor, New York, NY 10014; Goldman Sachs & Co. LLC, Attn: Prospectus Department, at 200 West Street, New York, New York 10282, by telephone at: 1-866-471-2526, by facsimile at 212-902-9316 or by emailing Prospectus-ny@ny.email.gs.com; and BTIG, LLC, 65 East 55th Street, New York, New York, 10022, by E-mail at ProspectusDelivery@btig.com, or by telephone at (212) 593-7555. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About ADT Inc.
ADT is a leading provider of security, interactive, and smart home solutions serving residential and small business customers in the U.S. Through innovative offerings, unrivaled safety, and a premium customer experience delivered by the largest network of smart home security professionals in the U.S., ADT empowers people to protect and connect to what matters most, every second, every day. For more information, visit www.adt.com.
Forward-Looking Statements
ADT has made statements in this press release that may constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and are made in reliance on the safe harbor protections provided thereunder. While ADT has specifically identified certain information as being forward-looking in the context of its presentation, we caution you that all statements contained in this press release that are not clearly historical in nature, including, among other things, the proposed secondary public offering of the common stock; the proposed repurchase of shares of the common stock; any stated or implied outcomes with regards to the foregoing; and other matters. Without limiting the generality of the preceding sentences, any time the Company uses the words “ongoing,” “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology, and similar expressions, the Company intends to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For ADT, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation, risks related to and the effect of the proposed secondary public offering of the common stock; activity in repurchasing shares of ADT’s common stock; and risks that are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and other filings with the Commission, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein. Any forward-looking statement represents our estimates and assumptions only as of the date of this press release and, except as required by law, ADT undertakes no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events, or otherwise after the date of this press release.
ADT Contacts Investor Relations: investorrelations@adt.com; 888-238-8525 Media Relations: media@adt.com