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Apollo exits ADT (NYSE: ADT) in 102M-share sale and board shake-up

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

ADT Inc. reported governance and ownership changes tied to Apollo Global Management’s exit from its investment. Entities managed by Apollo sold 102,000,366 shares of ADT common stock in an underwritten secondary offering, with all shares sold by the Apollo-managed selling stockholders.

As part of the same transaction, ADT repurchased 29,142,961 shares of common stock from the underwriters under its previously announced $1.5 billion share repurchase plan. Following Apollo’s sale, three Apollo-affiliated directors resigned from ADT’s board, and ADT amended and restated its bylaws to remove references to Apollo and a prior stockholders agreement.

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Insights

ADT records a large Apollo secondary sale, paired with an on-offer share repurchase and governance clean-up.

Entities managed by Apollo sold 102,000,366 ADT common shares through an underwritten secondary offering. All sale proceeds went to the Apollo-managed selling stockholders, while ADT’s role centered on facilitating the transaction and adjusting its capital and governance structure.

ADT repurchased 29,142,961 shares from the underwriters under its $1.5 billion share repurchase plan, effectively retiring a portion of the stock sold in the deal. Three Apollo-designated directors resigned following Apollo’s complete exit, and the bylaws were amended to delete Apollo-related provisions, simplifying ADT’s shareholder arrangements after May 2026.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Secondary shares sold 102,000,366 shares Common stock sold by Apollo-managed selling stockholders in the offering
Shares repurchased 29,142,961 shares Common stock repurchased by ADT from underwriters as part of the offering
Share repurchase plan size $1.5 billion ADT share repurchase plan announced March 2, 2026
Registration statement file number 333-277698 Form S-3 shelf registration used for the offering
Number of resigning directors 3 directors Apollo designees resigning from ADT’s board in May 2026
Underwriting Agreement financial
"entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc."
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
shelf registration statement regulatory
"The Offering was made pursuant to a shelf registration statement on Form S-3"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
share repurchase plan financial
"The Share Repurchase was made under the $1.5 billion share repurchase plan announced by the Company"
A share repurchase plan is when a company uses cash to buy its own stock from the market, reducing the number of shares available to investors. This matters because fewer shares can make each remaining share represent a larger piece of ownership and boost earnings-per-share—like slicing a pizza into fewer pieces so each slice is bigger—and it can signal management thinks the stock is undervalued, though it also means cash won’t be used for other purposes.
preliminary prospectus supplement regulatory
"a preliminary prospectus supplement, dated May 4, 2026 and filed"
A preliminary prospectus supplement is an initial document that provides important details about a new stock or bond offering before it is finalized. It helps investors understand what is being sold and why, so they can decide whether to invest. Think of it as a preview before the full sales brochure is ready.
Amended and Restated Bylaws regulatory
"approved an amendment and restatement of the Company’s Amended and Restated Bylaws"
A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.
Understanding 8-K Material Events →
FALSE000170305612/3100017030562026-05-042026-05-0400017030562026-01-012026-12-31


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): May 4, 2026
ADT Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3835247-4116383
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
1501 Yamato Road
Boca Raton, Florida 33431
(Address of principal executive offices)
(561) 988-3600
(Registrant’s telephone number, including area code)
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareADTNew 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. o


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Resignation of Reed B. Rayman, Nicole Bonsignore and Benjamin Honig from Board of Directors

On May 5, 2026, Reed B. Rayman and Nicole Bonsignore, who currently serve as Class III directors on the Board of Directors (the “Board”) of ADT Inc. (the “Company”) with terms expiring at the Company’s 2026 Annual Meeting of Stockholders, and Benjamin Honig, who currently serves as a Class I director on the Board with a term expiring at the Company’s 2027 Annual Meeting of Stockholders, each resigned from his or her position as a member of the Board.

Each of Mr. Rayman, Ms. Bonsignore and Mr. Honig was a designee of Apollo Global Management, Inc. or of one or more of its subsidiaries and affiliates (collectively, “Apollo”). The resignations of Mr. Rayman, Ms. Bonsignore and Mr. Honig are in relation to the sale by Apollo of all of its remaining shares of Common Stock (as further described below), and are not a result of any disagreement with the Company or its Board, or any matter relating to the Company’s operations, policies or practices.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) Amendment to Bylaws

On May 8, 2026, the Board approved an amendment and restatement of the Company’s Amended and Restated Bylaws, dated as of September 15, 2023 (as amended, the “Bylaws”), to remove references related to Apollo and the Amended and Restated Stockholders Agreement, dated December 14, 2018, between the Company, Prime Security Services TopCo Parent, L.P., and the Co-Investors. The Bylaws are attached as Exhibit 3.1 to this Current Report on Form 8-K.
Item 8.01 Other Information.
On May 4, 2026, the Company and certain entities managed by Apollo (such entities, the “Selling Stockholders”) entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc. and Citigroup Global Markets Inc., as representatives of the underwriters named therein (collectively, the “Underwriters”), in connection with the offer and sale by the Selling Stockholders (the “Offering”) of 102,000,366 shares of the Company’s common stock, par value $0.01 (the “Common Stock”). The Offering and the Share Repurchase (as defined below) closed on May 5, 2026.

The Company purchased 29,142,961 shares of Common Stock from the Underwriters as part of the Offering (the “Share Repurchase”). The Share Repurchase was made under the $1.5 billion share repurchase plan announced by the Company on March 2, 2026 and as previously authorized by the Company’s board of directors. The Underwriters will not receive any underwriting fees for the shares repurchased by the Company.

All the shares in the Offering were sold by the Selling Stockholders. The Company did not receive any of the proceeds from the sale of shares by the Selling Stockholders in the Offering.

The Offering was made pursuant to a shelf registration statement on Form S-3 (File No. 333-277698) filed with the Securities and Exchange Commission on March 6, 2024 (the “Registration Statement”), a prospectus, dated March 6, 2024 included as part of the Registration Statement and a preliminary prospectus supplement, dated May 4, 2026 and filed with the Securities and Exchange Commission on May 4, 2026. The Underwriting Agreement contains certain customary representations, warranties and agreements by the Company and the Selling Stockholders, conditions to closing, indemnification rights and obligations of the parties and termination rights. The Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.


Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
ExhibitDescription
1.1
Underwriting Agreement, dated as of May 4, 2026, among ADT Inc., certain stockholders named therein and Barclays Capital Inc. and Citigroup Global Markets Inc., as representatives to the several Underwriters named therein.

3.1
Amended and Restated Bylaws of ADT Inc., adopted on May 8, 2026.
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:May 8, 2026ADT Inc.
By:/s/ Jeffrey Likosar
Jeffrey Likosar
President, Corporate Development and Transformation, and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What major stock transaction involving ADT (ADT) and Apollo was disclosed?

Entities managed by Apollo Global Management sold 102,000,366 shares of ADT common stock in an underwritten secondary offering. All shares in the offering were sold by Apollo-managed selling stockholders, and ADT did not receive any proceeds from these sales.

Did ADT (ADT) repurchase shares as part of the May 2026 offering?

Yes. ADT repurchased 29,142,961 shares of common stock from the underwriters as part of the offering. This buyback was executed under the company’s previously announced $1.5 billion share repurchase plan authorized by its board of directors.

How did Apollo’s exit affect ADT’s (ADT) board of directors?

Following Apollo’s sale of all remaining ADT shares, three Apollo designees—Reed B. Rayman, Nicole Bonsignore, and Benjamin Honig—resigned from the board. The filing states these resignations were related to Apollo’s share sale and not due to any disagreement with the company or its board.

What changes did ADT (ADT) make to its bylaws in May 2026?

ADT amended and restated its bylaws on May 8, 2026 to remove references related to Apollo and the Amended and Restated Stockholders Agreement dated December 14, 2018. This reflects the end of Apollo’s shareholder arrangements with ADT.

Under what registration did the ADT (ADT) secondary offering occur?

The secondary offering of ADT shares by Apollo-managed entities was conducted under a shelf registration statement on Form S-3 (File No. 333-277698). It used a base prospectus dated March 6, 2024 and a preliminary prospectus supplement dated May 4, 2026.

Will ADT (ADT) pay underwriting fees on the repurchased shares?

No. The filing specifies that the underwriters will not receive any underwriting fees for the ADT shares repurchased by the company. Those repurchased shares were acquired from the underwriters as part of the broader offering structure.

Filing Exhibits & Attachments

5 documents

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