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We have two classes of common stock outstanding, Common Stock and Class B Common Stock.
−Removed: Common Stock - Prior to our IPO in January 2018, there was no public market for shares of Common Stock.
−Removed: Our Common Stock is listed on the NYSE under the symbol “ADT.”
+Added: Common Stock - Our Common Stock is listed on the NYSE under the symbol “ADT.”
As of February 20, 2024, the number of stockholders of record of Common Stock was 242, which does not include the number of stockholders who hold our Common Stock through banks, brokers, and other financial institutions.
−Removed: Class B Common Stock - In September 2020, we sold and issued 54,744,525 shares of Class B Common Stock at a price of $8.22 per share to Google in a private transaction pursuant to Section 4(a)(2) of the Securities Act.
−Removed: Shares of Class B Common Stock are convertible on a share-for-share basis into shares of Common Stock at the option of the holder, subject to certain conditions.
−Removed: There is no established public trading market for shares of Class B Common Stock, and Google is the only stockholder of record.
+Added: Class B Common Stock - There is no established public trading market for shares of Class B Common Stock;
+Added: and Google is, and has been, the only stockholder of record since the stock’s issuance in 2020.
Stock Performance Graph
−Removed: The information contained in this section shall not be deemed “soliciting material” or to be “filed” with the SEC or incorporated by reference in future filings with the SEC, or otherwise subject to the liabilities under Section 18 of the Exchange Act, except to the extent we specifically incorporate it by reference into such filing.
−Removed: The following information provides a comparison of the cumulative total stockholder return on our Common Stock from January 19, 2018 (first trading day following the effective date of our IPO) through December 31, 2022 to the returns of:
−Removed: (i) the Standard & Poor's (“S&P”) 500 Index;
−Removed: (ii) the S&P North America Consumer Services Index, a peer group;
−Removed: and (iii) the S&P 500 Commercial and Professional Services Index.
−Removed: During 2022, we changed our peer index to the S&P North America Consumer Services Index given we are a member of this index.
−Removed: In addition, although our prior year filing provided data for the S&P 500 Commercial & Professional Services Index, the index was labeled as the S&P North America Commercial & Professional Services Index, which we do not utilize.
−Removed: The information assumes that $100 was invested on January 19, 2018 in each of our Common Stock and the indices presented, and assumes any dividends were reinvested.
+Added: The following graph compares the cumulative total stockholder return, calculated on a dividend-reinvested basis, assuming that $100 was invested on the last trading day before the beginning of the fifth preceding fiscal year, in each of the following:
+Added: (i) our Common Stock;
+Added: (ii) the Standard & Poor's (“S&P”) 500 Index;
+Added: and (iii) the S&P North America Consumer Services Index, a peer group.
The graph is not, and is not intended to be, indicative of future performance of our Common Stock.
−Removed: Comparison of Cumulative Total Return
Date ADT Inc.
−Removed: S&P 500 Index S&P 500 Commercial & Professional Services Index S&P North America Consumer Services Index
−Removed: 1/19/2018 $100.00 $100.00 $100.00 $100.00
+Added: S&P 500 Index S&P North America Consumer Services Index
12/31/2019 $146 $131 $127
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12/31/2023 $135 $207 $169
+Added: The information contained in this section shall not be deemed “soliciting material” or to be “filed” with the SEC or incorporated by reference in future filings with the SEC, or otherwise subject to the liabilities under Section 18 of the Exchange Act, except to the extent we specifically incorporate it by reference into such filing.
Recent Sales of Unregistered Equity Securities
−Removed: As previously disclosed in our Current Report on Form 8-K filed with the SEC on October 13, 2022, the State Farm Strategic Investment closed on October 13, 2022, and we issued and sold 133,333,333 shares of Common Stock to State Farm pursuant to the State Farm Securities Purchase Agreement at a per share price of $9.00 for an aggregate purchase price of $1.2 billion.
+Added: There were no sales of unregistered equity securities during the three months ended December 31, 2023.
Use of Proceeds from Registered Equity Securities
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Issuer Purchases of Equity Securities
−Removed: Period Total Number of Shares Purchased Average Price
−Removed: Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs
−Removed: October 1, 2022 - October 31, 2022 (1)
−Removed: 133,333,333 $ 9.00 — —
−Removed: November 1, 2022 - November 30, 2022 — — — —
−Removed: December 1, 2022 - December 31, 2022 — — — —
−Removed: Total 133,333,333 $ 9.00 — —
−Removed: _________________
−Removed: (1) On September 12, 2022, and in connection with the State Farm Strategic Investment, the Company commenced a tender offer to purchase up to 133,333,333 shares of the Company’s Common Stock (including shares issued upon conversion of Class B Common Stock) at a price of $9.00 per share.
−Removed: The Tender Offer expired on October 20, 2022.
−Removed: On October 26, 2022, upon the terms and subject to the conditions described in the Offer to Purchase dated September 12, 2022 (as amended from time to time), the Company repurchased an aggregate of 133,333,333 shares of the Company’s Common Stock at a purchase price of $9.00 per share for a total cost of $1.2 billion using the proceeds from the State Farm Strategic Investment.
−Removed: No shares of Class B Common Stock were converted and tendered in the Tender Offer.
+Added: There were no repurchases of any shares of our Common Stock during the three months ended December 31, 2023.
+Added: Share Repurchase Plan
+Added: On January 24, 2024, the Company's Board of Director's announced a share repurchase plan (the “Share Repurchase Plan”), pursuant to which the Company is authorized to repurchase, through late January 2025, up to a maximum aggregate amount of $350 million of shares of the Company's common stock under this Share Repurchase Plan.
+Added: The Company may effect these repurchases pursuant to one or more open market or private transactions, including pursuant to a plan that qualifies for the affirmative defense provided by Rule 10b5‐1 under the Exchange Act, or pursuant to one or more accelerated share repurchase agreements.
+Added: The Company is not obligated to repurchase any of its shares of common stock, and the timing and amount of any repurchases will depend on legal requirements, market conditions, stock price, the availability of the safe harbor provided by Rule 10b-18 under the Exchange Act, alternative uses of capital, and other factors.
+Added: As of the date of this 2023 Annual Report, the Company has not made any repurchases under the Share Repurchase Plan.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.