ADT Inc. 10-Q

ITEM 5. OTHER INFORMATION. During the three months ended September 30, 2024, none of the Company’s directors or executive officers adopted or terminated any contract, instruction, or written plan for the purchase or sale of Company securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. MIRA Amendment On August 1, 2024, the Amended and Restated Management Investor Rights Agreement among the Company, Ultimate Parent, and certain security holders (the “MIRA”), was amended to, among other things, limit the applicability of the MIRA to certain current and former members of the Company’s executive leadership team (the “MIRA Amendment”). The foregoing description of the MIRA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the MIRA Amendment, which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q. ITEM 6. EXHIBITS. The exhibits listed on the accompanying Index to Exhibits are filed/furnished or incorporated by reference as part of this Quarterly Report on Form 10-Q. 47 INDEX TO EXHIBITS The information required by this Item is set forth on the exhibit index below. Exhibit Number Incorporated by Reference Exhibit Description Form Exhibit Filing Date 3.1 Amended and Restated Certificate of Incorporation of ADT Inc. 10-Q 3.1 8/1/2024 3.2 Amended and Restated Bylaws of ADT Inc. 8-K 3.1 9/18/2023 10.1+^ Amendment No. 2 to Amended and Restated Management Investor Rights Agreement, dated as of August 1, 2024 by Prime Security Services TopCo Parent 10-Q 10.6 8/1/2024 10.2 Incremental Assumption and Amendment Agreement No. 17, dated as of October 1, 2024, by and among Prime Security Services Holdings, LLC, Prime Security Services Borrower, LLC, The ADT Security Corporation, the subsidiary loan parties party thereto, the lenders and issuing banks party thereto and Barclays Bank PLC, as administrative agent. 8-K 10.1 10/1/2024 10.3 * Form of Indemnification Agreement by and between the Company and each of its Directors and Executive Officers 31.1* Certification of CEO, pursuant to SEC Rule 13a-14(a) and 15d-14(a) 31.2* Certification of CFO, pursuant to SEC Rule 13a-14(a) and 15d-14(a) 32.1** Certification by the CEO, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2** Certification by the CFO, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101 XBRL Instant Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document _________________________ ^ Certain schedules and similar attachments have been omitted. The Company agrees to furnish supplementally a copy of any omitted schedule or attachment to the SEC upon its request. * Filed herewith. ** Furnished herewith. + Management contract or compensatory plan or arrangement. 48 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 thereunto duly authorized. ADT Inc. Date: October 24, 2024 By: /s/ Jeffrey Likosar Name: Jeffrey Likosar Title: President, Corporate Development and Transformation, and Chief Financial Officer (Principal Financial Officer) 49